M&A Transaction Sample Clauses

M&A Transaction. It is hereby agreed that the provisions of Sections 5, 6 and 8 shall not apply to a transaction in which one of the following events occurs: (i) an acquisition of the Company by means of merger (with or into another entity), reclassification of the Company’s securities, or any other form of corporate reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring company or its subsidiary; or (ii) consolidations or other transactions, or series of related transactions, in which more than fifty percent (50%) of the voting power of the Company would be disposed or transferred (other than by way of an IPO).

M&A Transaction. In the event that during the twenty-four (24) month period immediately following the Closing Date of the Offering, the Corporation or Century executes an agreement with respect to a merger, acquisition, sale or divestiture transaction involving the Corporation, Century or their assets, as a result of an introduction made by the Agent, the Corporation agrees to pay the Agent a fee of 5% of the value of such transaction.

M&A Transaction. 1. This Article III shall apply from the date of the Stockholders Agreement until the Second Trigger Date. 2. Without limiting Section 3.6, 4.3 or 4.4 of the Stockholders Agreement or Article I of this Schedule 4.5(c), in the event the Company desires to enter into any definitive agreement for any M&A Transaction and proposes to obtain any financing for such transaction (including an M&A Transaction in which Company Common Stock is proposed to be issued (in whole or in part) as consideration for such M&A Transaction), the Company shall provide the terms of such M&A Transaction and required financing, a copy of any draft definitive agreement relating to such M&A Transaction, and any other information reasonably requested by ▇▇▇▇▇▇▇, no later than thirty (30) days prior to the entry into such definitive agreement, and ▇▇▇▇▇▇▇ shall have the right (but not the obligation) to provide a percentage of such financing equal to or greater than the ▇▇▇▇▇▇▇ Fully-Diluted Ownership Percentage (but no more than 100%) at its election: (i) in exchange for additional Company Common Stock, (ii) pursuant to a credit agreement, promissory note, bond or other debt instrument (a “Debt Instrument”) issued by a member of the Company Group or (iii) pursuant to a Debt Instrument which is, entirely or partially, permitted to be accounted for as equity in accordance with GAAP (as defined in the Transaction Agreement) at the date of issuance (a “Hybrid Instrument”) issued by a member of the Company Group, in each case, in accordance with the terms set forth in Section 2(a), Section 2(b) and Section 2(c), respectively, of this Article III, or, at ▇▇▇▇▇▇▇’▇ election, as otherwise agreed by an RPT Committee. a. In the case of clause (i) above, the price per share of Company Common Stock shall be the product of (1) the lower of (x) the 20-Day VWAP ending on and including the last trading day prior to the signing of any definitive agreement with respect to, such transaction and (y) the Spot Price on the last trading day prior to the signing of any definitive agreement with respect to, such transaction and (2) 0.95. b. In the case of clause (ii) above, ▇▇▇▇▇▇▇ shall propose the collateral or security required for such Debt Instrument, if any, and the applicable interest rate of such Debt Instrument shall be the greater of

M&A Transaction. After the filing or confidential submission of the Registration Statement, if the Company elects to terminate its further participation in the proposed transactions contemplated hereby and the engagement by the Company of J▇▇▇▇▇ ▇▇▇▇▇▇ due to a proposed or completed merger or acquisition transaction whereby the Company will be merged into or acquired by another company or entity and for which J▇▇▇▇▇ ▇▇▇▇▇▇ hereby has the right to serve as an investment banker and/or financial advisor to the Company (a “M&A Transaction”), the Company agrees that, if definitive, binding documents for the M&A Transaction are executed within twelve months from the date the Company withdraws the Registration Statement, it or the surviving entity or company will pay to J▇▇▇▇▇ ▇▇▇▇▇▇ a cash fee equal to 2% of the aggregate consideration paid to the Company in the M&A Transaction at the closing of the M&A Transaction. If the Company receives non-cash consideration in the M&A Transaction (including but not limited to equity or debt securities), the value of such non-cash consideration will be included in the calculation of the fee payable to J▇▇▇▇▇ ▇▇▇▇▇▇.

M&A Transaction. The Company shall provide a notice to the Holder informing it, in sufficient detail, of an M&A Transaction, at least ten (10) Business Days prior to the consummation thereof, all subject to a confidentiality undertaking towards the counterparty to the M&A Transaction.

M&A Transaction. During the Term (as defined below), the Stockholder hereby agrees to vote all of the Shares in favor of, and adopt, any M&A Transaction approved by the Company’s Board of Directors (the “Board”). As used herein, “M&A Transaction” shall mean (i) any consolidation or merger of any other entity or entities with or into the Company or a subsidiary of the Company; (ii) the Company’s acquisition of securities of a Target representing a majority of the voting power of all of such Target’s outstanding voting securities; (iii) the Company’s acquisition of all or substantially all of a Target’s assets; (iv) any other acquisition by the Company of securities of any third party; or (v) any other acquisition by the Company of assets of any third party.

M&A Transaction. Other than in the Company’s normal course of business activities, any sale of stock, membership interests or assets of the Company that constitutes a controlling interest of the Company, majority recapitalization, merger, acquisition, joint venture, strategic alliance, technology partnership, distribution agreement, licensing agreement or other similar agreements (‘M&A Transaction’) shall accrue compensation to H▇▇▇▇▇ ▇▇▇▇ under a percentage fee of the Aggregate Consideration (as defined below) calculated as follows: 6$200,000 plus three percent (3%) of the M&A Transaction’s Aggregate Consideration. ’Aggregate Consideration’ is defined as the total consideration to be received directly or indirectly by Company, its owners, shareholders, members and/or affiliates as a result of the M&A Transaction, including economic benefits realized, but not limited to: cash, cash equivalents, debt assumed or settled at Closing, equity retained, notes made to Company or its successor beneficiaries, assets to be retained by Company, its owners, shareholders, members and/or affiliates as a result of the M&A Transaction, earn outs, royalties, real property sold or leased, equipment and/or intellectual properties sold or leased, employment or consulting agreements in excess of fair market rates, and stock, membership interest or other securities that are received in exchange for Company’s stock, membership interests or assets. Founding Member International Corporate Finance Group (IFCG) A Unique Global Alliance i▇▇▇@▇▇▇▇.▇▇▇ Force Fuels July 26, 2011 The portion of the Success Fee attributable to earn outs or royalty payments (i.e., financial instruments or agreement whose value at closing cannot be determined due to their being based solely on the future sales, earnings or other financial performance) will be deferred until such earn outs or royalty payments are received in whole or part. However, in no circumstances shall the minimum Success Fee due at closing for an M&A Transaction be less than $250,000.

M&A Transaction. The Company agrees to pay a M&A fee equal to Five Percent (5%) of total aggregate consideration (“Aggregate Consideration”) paid for any transaction completed between the Company and any targeted buyout, acquisition and/or merger (the “Target”) worked or introduced, directly or indirectly, by CIM and/or its introduced affiliates. For purposes of this Agreement, the “Aggregate Consideration” shall mean the total value received by the Company or paid for a Target in any transaction(s) and shall include (i) the aggregate value of all cash, securities, the assumption (or forgiveness) of debt and minority interest obligations, and any other forms of payment received or to be received, directly or indirectly, or paid, by the Company/Target (or any of its subsidiaries), its stockholders, or a third party, as the case may be; (ii) amounts received under the terms of any “seller note financing” and/or “earn-out” provision, rights to receive periodic payments and all other rights that may be at any time transferred or contributed to, or by, the Company/Target (or any of its subsidiaries), its affiliates or shareholders in connection with an acquisition of or by the Company/Target or of the assets thereof; and (iii) amounts receivable or payable under consulting agreements in lieu of purchase price, above-market employment contracts to the extent above market, all non-compete agreements or similar arrangements, and all contingent payments in connection with any transaction. CIM will be paid a full fee based on the entire Aggregate Consideration at the time of closing the Target Transaction payable in cash. Any stock or equity compensation paid to CIM would need to be mutually agreed upon in writing before the Target Transaction closes by a superseding new agreement covering this Section 4(a)(ii)