Strategic Transaction Clause Samples

Strategic Transaction. The Company or any Subsidiary may engage in any Strategic Transaction permitted by this Debenture provided that any such Strategic Transaction, individually or together with other Strategic Transactions entered into by the Company or any Subsidiary, does not have a material adverse effect on the Holder’s or the Agent’s security interest in the Collateral (as defined in the Security Agreement) or the Company’s ability to perform its obligations under this Debenture, including, without limitation, the repayment of the principal amount hereof when and as due hereunder.

Strategic Transaction. A Strategic Transaction shall be deemed to occur if at any time during the term of this Agreement any of the following events occur: (i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization, less than 50% of the combined voting power of the then- outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock (as that term is hereafter defined) of the Company immediately prior to such transaction; (ii) The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person, and as a result of such sale or transfer, less than 50% of the combined voting power of the then-outstanding voting securities of such corporation or person are held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale; (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), disclosing that any person as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20% or more of the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of members of the Board of Directors of the Company ("Voting Stock");

Strategic Transaction. 10.8.1 Payments under Net Proceeds For each Strategic Transaction consummated, GBT or the Change of Control Group (as applicable) shall, on an incremental basis, pay to Roche the following amounts of any Net Proceeds as and when such Net Proceeds are received: (a) [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions up to the [***] US Dollars (US$[***]) in Net Proceeds received from all Strategic Transactions; (b) [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions in excess of [***] US Dollars (US$[***]) and up to [***] US Dollars (US$[***]) in Net Proceeds received from all Strategic Transactions; (c) [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions in excess of [***] US Dollars (US$[***]) in Net Proceeds received from all Strategic Transactions (sub-sections (a), (b) and (c) together, “Strategic Transaction Revenues”). The following examples shall illustrate the principle: • For example, if GBT enters into a Strategic Transaction and receives US$[***] as Net Proceeds, then Strategic Transaction Revenues owed to Roche on such Strategic Transaction shall equal US$[***] calculated as follows: [***] = US$[***] Strategic Transaction Revenues • For example, if GBT (a) enters into a first Strategic Transaction (Partner Agreement) and receives US$[***] as Net Proceeds and (b) subsequently enters into a second Strategic Transaction (Change of Control) and receives US$[***] as Net Proceeds, then Strategic Transaction Revenues owed to Roche on both Strategic Transactions together shall equal US$[***] calculated as follows: [***] = US$[***] Strategic Transaction Revenue A Strategic Transaction shall not be structured to avoid payments to Roche otherwise due to Roche under this Agreement. Consideration that Roche receives pursuant to this Section 10.8.1 is in addition to the upfront payment, development event payments, sales based event payments and royalty payments pursuant to Sections 10.1, 10.2, 10.3 and 10.4 above with no right of offset (but subject to any adjustment to royalties that are included in Net Proceeds as provided in the definition of Net Proceeds). For the avoidance of doubt, should GBT enter into multiple Strategic Transactions, then the Net Proceeds of all such Strategic Transactions shall be considered on an aggregate basis, as and when received, for the purpose of calculating Strategic Transaction Revenues pursuant to this Section 10.8.1.

Strategic Transaction. Prior to the Subsequent Closing, the Company shall have entered into definitive documentation with respect to the Strategic Transaction, no default by any party thereto not under the Letter of Intent shall have occurred and not been cured, and the Letter of Intent is still in force.

Strategic Transaction. If Pilot (i) closes a strategic transaction with a third party resulting in Pilot having a market capitalization of $100 million or greater and (ii) completes a financing resulting in Pilot receiving net proceeds of at least $15,000,000, Pilot shall promptly pay off outstanding sums owing to Kings.

Strategic Transaction. In the event of any proposed transaction (an “Acquisition Transaction”), the consummation of which would be reasonably likely to result in any person or entity, other than the Company, assuming control or exerting influential decision-making authority over the manufacture and sale of the Royalty Products (the “Acquiror”) (including, but not limited to, (i) a sale or transfer of the Company or Solx, (ii) a sale, transfer or license of the business, or all or substantially all of the assets, of the Company or Solx or (iii) a sale, transfer or license of the business, or all or substantially all of the assets, of the Company or Solx as they relate only to Royalty Products), the Company shall not consummate such Acquisition Transaction unless and until the Acquiror assumes all of the Company’s outstanding obligations under this Agreement as though the Acquiror were the Company hereunder, including, without limitation, the obligation to make the Royalty Payments pursuant to Section 6. This Section 7 shall apply regardless of the form and structure of the Acquisition Transaction in question, whether it may consist of a single transaction or a related series of transactions or whether it may be effected by merger, consolidation, sale or other transaction or whether it may be for valuable consideration or not.

Strategic Transaction. For purposes of this Agreement, the term “Strategic Transaction” means (i) any merger, consolidation, reorganization, reverse take-over or other business combination pursuant to which the businesses of a third party are combined with that of the Company; (ii) the acquisition, directly or indirectly, by the Company of all or a substantial portion of the assets or common equity of a third party by way of negotiated purchase or otherwise; (iii) the acquisition, directly or indirectly, by a third party of all or a substantial portion of the assets or common equity of the Company by way of negotiated purchase or otherwise; or (iv) any joint venture. In connection with a proposed Strategic Transaction, Arcview’s Advisory Services will include the following, among other things: (i) assistance in the evaluation of a third party from a financial point of view; (ii) assistance and advice with respect to the form and structure of the Strategic Transaction and the financing thereof; (iii) conducting discussions and negotiations regarding a Strategic Transaction; and (iv) providing other related advice and assistance as the Company may reasonably request in connection with a Strategic Transaction. Arcview will only advise on transactions in which Arcview has introduced a third party to the Company or as requested in writing by the Company. Any fees for services, as described herein, shall be limited to only those transactions in which Arcview has introduced a party to the Company or a written request has been delivered to Arcview by the Company to help facilitate a Strategic Transaction.

Strategic Transaction. At all times, the Borrower shall use commercially reasonable efforts to finalize and close the sale of all of the issued and outstanding Equity Interests of each of BG Finance and Accounting. Inc. and BGSF Professional. LLC by BGSF, Inc. for a purchase price that will result in the receipt of net cash proceeds sufficient to pay the Obligations in full in cash, and that will result in the payment of the Obligations in full in cash, in each case by no later than September 30, 2025 (the “Strategic Transaction”). The Borrower shall perform, or deliver to the Agent, as applicable, the following item listed in the table below on or before the dates specified (or by such later date as may be agreed to by the Agent and the Lenders in each of their sole discretion in writing, for which e-mail may suffice) (the “Milestone”). Furthermore, beginning with the first calendar week after the Second Amendment Effective Date and each calendar week thereafter, the Borrower shall facilitate a weekly update call regarding the status of the milestone outlined below, with such update to occur no less than on a weekly basis (with additional update calls to occur upon the reasonable request of the Agent), and such calls shall be at a mutually agreeable time for all parties involved. Nothing herein shall constitute the approval of or consent of the Agent or Lenders to the Strategic Transaction or the agreement of the Agent or Lenders to release any Obligated Party or to release, permit or subordinate any Lien in connection with the Strategic Transaction, and the Strategic Transaction shall remain subject to such subsequent consents and approvals. A. Consummate and close the Strategic Transaction and pay all Obligations in full in cash. September 30, 2025 The failure to timely satisfy the Milestone shall constitute a breach of the provisions of this Section 8.1, and, in turn, an immediate Event of Default under the Credit Agreement.

Strategic Transaction. 6.01(e) Sublicense Agreement......................................3.02(c) Tax Contest...............................................7.04(b) Third Party Claim.........................................7.04(a)(i) Third Party Claim Notice..................................7.04(a)(i) Transition Services.......................................6.03(b) Transfer Taxes............................................6.08(b) ARTICLE II ---------- PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES; PURCHASE PRICE