ACQUISITION CORPORATION. By: /s/ Xxx Xxxxx ----------------- Name: Xxx Xxxxx Title: Executive Vice President BNY CAPITAL CORPORATION By: /s/ Xxxx X. Xxxxxxxx ---------------------- Name Xxxx X. Xxxxxxxx Title: Principal THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES By: /s/ Xxxxxx Xxxxxx ------------------- Name: Xxxxxx Xxxxxx Title: Investment Officer
ACQUISITION CORPORATION. At the option of NBC, said transaction shall be concluded through an acquisition corporation, incorporated as a wholly owned subsidiary of NBC, for the purposes of acquiring First National stock under the terms and conditions of this Merger Agreement and under such circumstances to qualify for Federal Income Tax purposes as a tax-free reorganization under (S)368(a) of the Tax Code, and the regulations thereunder. In the event NBC exercises its option to conclude the transaction by this vehicle, it shall give First National written notice of its desire within fourteen (14) days of the date of this Merger Agreement and such necessary agreements or amendments hereto shall promptly be negotiated. In such case, both parties agree to diligently pursue, and cooperate with each other, to conclude the transaction in such manner.
ACQUISITION CORPORATION. By: /s/ Robert E. Lee ------------------------------ Robert E. Lee, Executive Vice President ALLENBACH INDUSTRIES, INC. By: /s/ Phillip H. Kessler ------------------------------ Phillip H. Kessler, President /s/ Phillip H. Kessler ----------------------------------- Phillip H. Kessler, Individuaxxx /s/ Kathleen Allenbach ----------------------------------- Kathleen Allenbach, Individuaxxx EXHIBIT A TO ASSET PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT AGREEMENT dated as of October 1, 1996 between OMNI MULTIMEDIA GROUP, INC., a Delaware corporation (herein, the "Company") and KATHLEEN ALLENBACH of Olivenhxxx, Xxxxxxxxxx (xerein, the "Stockholder").
ACQUISITION CORPORATION. By: /s/ --------------------------- Name: Title: Director Address for notices: Allied Capital Corporation 0000 Xxxxxxxxxxxx, X.X. Xxxxxxxxxx, XX 00000-0000 Attn: Xx. Xxxx XxXxxx Managing Director Telephone: (000) 000-0000 Facsimile: (000) 000-0000
ACQUISITION CORPORATION. By: /s/ XXXXX X. XXXXXXX -------------------------------- Name: Xxxxx X. Xxxxxxx Title: Executive Vice President /s/ XXXX XXXXXXX ----------------------------------- Xxxx Xxxxxxx


  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Organization; Corporate Powers Borrower (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction in which it owns or leases real property or in which the nature of its business requires it to be so qualified, except for those jurisdictions where failure to so qualify and be in good standing would not have a Material Adverse Effect, and (c) has all requisite power and authority, as the case may be, to own, operate and encumber its property and assets and to conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the Loan contemplated by the Loan Documents. Borrower’s chief executive office is located at its address for notice set forth below its signature hereto.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Information on Corporate Actions The Custodian shall promptly deliver to the Trust all information received by the Custodian and pertaining to Securities being held by the Fund with respect to optional tender or exchange offers, calls for redemption or purchase, or expiration of rights. If the Trust desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Trust shall notify the Custodian at least three Business Days prior to the date on which the Custodian is to take such action. The Trust will provide or cause to be provided to the Custodian all relevant information for any Security which has unique put/option provisions at least three Business Days prior to the beginning date of the tender period.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

  • Certain Corporate Transactions In the event of certain corporate transactions, this Option shall be subject to adjustment as provided in Section 16 of the Plan. In the event of a Change in Control, this Option shall be subject to the provisions of Section 17 of the Plan.