Strategic Transactions Sample Clauses

Strategic Transactions. For the avoidance of any doubt, in the event that HBIO or the Harvard Apparatus Research Business is acquired by another non-affiliated entity (an “Acquiror”), such Acquiror shall only be subject to Section 3.2 with respect to New HBIO Technology developed with respect to its operation of the Harvard Apparatus Research Business, and shall expressly not be subject to Section 3.2 with respect to all Intellectual Property, Technology and related Know-How developed by the Acquiror in its other business operations outside of the Harvard Apparatus Research Business .

Strategic Transactions. For the avoidance of any doubt, in the event that HXXX or the HXXX Business is acquired by an Acquiror: (a) such acquisition shall not constitute a violation of Article IX, even if the Acquiror’s business is outside the scope of the HXXX Business; and (b) such Acquiror shall only be subject to Section 4.2 with respect to New HXXX Technology developed with respect to its operation of the HXXX Business, and shall expressly not be subject to Section 4.2 with respect to all Intellectual Property, Technology and related Know-How developed by the Acquiror in its other business operations outside of the HXXX Business.

Strategic Transactions. (a) Corp Group Parent and Itaú Parent intend to use the Chilean Bank and its Subsidiaries as their exclusive vehicle to pursue business opportunities in the Banking Business in Chile, Colombia, Peru and Central America. As a result, if either Corp Group Parent or Itaú Parent, or any of its respective Affiliates, intends to pursue or develop any new business opportunities in the Banking Business in Chile, Colombia, Peru and/or Central America (each, a “New Business Opportunity”), individually or with third parties, Corp Group Parent and Itaú Parent (as the case may be) shall or, if applicable, shall cause its Affiliate, to notify the other party and shall provide the Chilean Bank with the exclusive right to pursue such New Business Opportunity (through the Chilean Bank and its Subsidiaries) prior to presenting it to or pursuing it individually or with third parties. If Corp Group Parent or Itaú Parent does not agree to the Chilean Bank pursuing or continuing to pursue or consummating any particular New Business Opportunity within thirty (30) days following receipt of such notice, the other party shall have the right to pursue and implement such New Business Opportunity unilaterally and not through the Chilean Bank. (b) Corp Group Parent and Itaú Parent shall use their best efforts to avoid dilution of their respective equity ownership in the Chilean Bank in connection with the implementation of any New Business Opportunity. If Corp Group Parent agrees to the Chilean Bank pursuing a New Business Opportunity that would require a capital increase and/or a change in the dividend policy of the Chilean Bank, Itaú Parent shall provide Corp Group Parent with long-term financing in an amount reasonably deemed necessary by Corp Group Parent to finance its subscription of its pro rata share of all Bank Shares issued by the Chilean Bank in such capital increase; provided that such financing will bear interest at a market rate and contain other terms, including guarantees, that are commercially reasonable for comparable credits at such time. If Corp Group Parent agrees to allow the Chilean Bank to pursue and implement such New Business Opportunity but decides not to participate in the capital increase in connection therewith, Itaú Parent will grant Corp Group Parent an unconditional additional call option with respect to the number of Bank Shares or Company Shares (at the election of Corp Group Parent in its sole discretion) that if purchased by Corp Group Parent at suc...

Strategic Transactions. VIBC and VIB: (i) shall not, and shall instruct and cause each of their Representatives not to, solicit or encourage, directly or indirectly, inquires or proposals with respect to any Strategic Transaction Proposal (as hereinafter defined); and (ii) except as expressly permitted by Section 6.5(b), shall not, and shall instruct and cause each of their Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any Strategic Transaction (as hereinafter defined) with any party other than BOS. VIBC and VIB shall notify BOS promptly after any Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a Strategic Transaction Proposal are sought to be initiated with, directly or indirectly, VIBC or VIB or any of their Representatives, and shall disclose to BOS the identity of the third party making or seeking to make such Strategic Transaction Proposal, the terms and conditions thereof and such other information as BOS reasonably may request; provided, however, that if VIBC or VIB receives a Strategic Transaction Proposal and the foregoing disclosure of such Strategic Transaction Proposal to BOS would violate a confidentiality agreement by which VIBC or VIB is bound, VIBC (i) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement, (ii) shall return such Strategic Transaction Proposal to the initiating party without substantive response, and (iii) to the extent such disclosure has not been made under clause (i) of this sentence, shall notify BOS that a Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. A "Strategic Transaction Proposal" means any proposal regarding a Strategic Transaction. For purposes of this Section 6.5, a "Strategic Transaction" means any acquisition or purchase of all or a significant (i.e., more than 5%) portion of the assets of or a significant equity interest in, VIBC or VIB or any merger or other business combination involving VIBC or VIB or any recapitalization involving VIBC or VIB resulting in an extraordinary dividend or distribution to VIBC's or VIB's shareholders or a self-tender for or redemption of some or all of the outstanding shares of VIBC Stock.

Strategic Transactions. Consultant will assist the Company in evaluating the advisability of entering into acquisitions, strategic alliances and joint ventures with entities that can further the Company's business objectives on a global scale.

Strategic Transactions. Subject to the terms and conditions of this Section 2 and applicable law, if the Company proposes to engage in a Strategic Transaction, the Company shall first offer such Strategic Transaction to the Purchaser in accordance with the terms hereof.

Strategic Transactions. Centennial is not presently considering any business combination or acquisition of another financial entity.

Strategic Transactions. KRBHC and KRB: (i) shall not, and shall instruct and cause each of their directors, officers, employees, agents, representatives and advisors ("Representatives") not to, solicit or encourage, directly or indirectly, inquires or proposals

Strategic Transactions. EVP shall provide services to the Company in connection with its pursuit and execution of Strategic Transactions, which services shall include but not be limited to the following: · Assisting in identifying and initiating contact with potential strategic partners; · Arranging meetings with potential strategic partners; · Assisting the Company in the development, preparation, and distribution of selected information, documents, and other materials to create interest in and to consummate any potential Strategic Transaction; · Assisting in the analysis of potential strategic partners with respect to possible mutual benefits such parties may have with the Company; · Advising the Company as to the structure of any proposed Strategic Transaction ; · Assisting the Company in determining appropriate values to be realized in any proposed Strategic Transaction; · Advising and assisting the Company in all negotiations regarding any proposed Strategic Transaction; · Assisting with negotiating, documenting, and closing of any Strategic Transaction ; · Assisting in any related presentations to the Company’s Board of Directors; and · Performing such other strategic advisory services related to any proposed Strategic Transaction as EVP and the Company agree to be appropriate.

Strategic Transactions. In the event of a merger, consolidation or sale of assets by SynthRx in which SynthRx's shareholders are to receive any payments for or with respect to their SynthRx shares, CytRx shall have the right to require its payment options be no less favorable than any other shareholder. In the event SynthRx seeks to enter into any strategic alliance, joint venture, merger or acquisition, financing, any in-licensing or out-licensing of a technology or other similar transaction (a "Strategic Transaction"), it may request the assistance of CytRx in structuring and completing such Strategic Transaction. If CytRx provides this assistance, SynthRx shall pay CytRx for this assistance an amount equal to 10% of all consideration received or paid (including debt assumed) by SynthRx throughout the term of the Strategic Transaction, including without limitation license payments, milestone payments, or royalties, with any such payment to be deemed to be an additional payment for the license granted to SynthRx under Article III hereof. In the case of payments to CytRx for this assistance in connection with any sublicensee of the license granted to SynthRx under Article III hereof, the total amount to be paid to CytRx under this Section 2.10 and under the license shall not exceed 25% of the license fee, milestone payments and royalties paid by the sublicensee to SynthRx.