It is customary to use a definitive agreement to distinguish a binding acquisition agreement from a non-binding memorandum of understanding that preceded it. But that`s certainly not, well, the definitive word in this context. Yes, this means completeness and purpose, but a non-binding declaration of intent, considered separately, is also complete and definitive. [Update 11:30 a.m. EDT, May 6: The elimination of the “definitive transaction” in the language I offered in the previous article got me carried away, and Chris` comment below caused me to reverse the course. A statement of intent containing binding confidentiality provisions, but which is not binding for the rest, could be described as the “making available” of a transaction. I see no better way to address this potential confusion than by using a “final agreement.” Thank you, Chris.] . by Lpath at any time prior to the approval of the issuance of Lpath common shares in transactions planned by Lpath shareholders by the necessary vote of Lpath shareholders and after compliance with all requirements set forth in this Section 9.1 (i) if Lpath votes a definitive agreement providing for the conclusion of a transaction providing for the requirements of clause (b) of the definition of a superior offer (an “Authorized Alternative Agreement”). More generally, I will say one thing that I noticed when I wrote this comment about my immediately previous intervention: the expression final consent makes no sense. The only question that arises is whether a written agreement provides for the transaction in question.
Also, the claim that something is a definitive version suggests that it is the same as what it is compared to, but only more advanced. On the other hand, a memorandum of understanding and the contract used to complete an acquisition are two different things. If:. (iii) within twelve months of the date of such termination, an acquisition transaction is entered into or a definitive agreement on an acquisition transaction is entered into [read that the company and the parent company enter into a written agreement on an acquisition transaction]. ICI EDGAR are use cases of the term final agreement in a contract: provisional change of control for the company means the former of (i) public disclosure of a change of control and (ii) (A) the execution of a final agreement for a transaction or (B) the recommendation that the shareholders of the company offer in response to an offer or an offer of exchange, in the case of (A) and (B), it could reasonably be expected that this would lead to a change of control. . . .