ACQUISITION CORPORATION. By: /s/ XXXXX X. XXXXXXX -------------------------------- Name: Xxxxx X. Xxxxxxx Title: Executive Vice President /s/ XXXX XXXXXXX ----------------------------------- Xxxx Xxxxxxx
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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. 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. Gentlemen: In consideration of the sale of the shares of Common Stock of C.D. Acquisition Corporation (the "Company") to the undersigned (the "Holders"), the Holders hereby represent, warrants, covenants and agrees, for the benefit of the Company and any holders of record (the "third party beneficiaries") of the Company's outstanding securities, including the Company's Common Stock, $.001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement, that the Holders will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holders except in connection with or following completion of a merger, acquisition or other transaction of or by the Company meeting the definition of a business combination as defined in the Company's registration statement on Form 10-SB or otherwise complying with the purposes of the Company as set out in the registration statement. Any attempted sale, transfer or other disposition in violation of this letter agreement shall be null and void. The Holder further agrees that the Company (i) may instruct its transfer agent not to transfer such securities (ii) may provide a copy of this letter agreement to the Company's transfer agent for the purpose of instructing the Company's transfer agent to place a legend on the certificate(s) evidencing the securities subject hereto and disclosing that any transfer, sale, contract for sale, devise, gift, assignment, pledge or hypothecation of such securities is subject to the terms of this letter agreement and (iii) may issue stop-transfer instructions to its transfer agent for the period contemplated by this letter agreement for such securities. This letter agreement shall be binding upon the Holders, its agents, heirs, successors, assigns and beneficiaries. Any waiver by the Company of any of the terms and conditions of this letter agreement in any instance shall be in writing and shall be duly executed by the Company and the Holder and shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. Agreed and accepted this 29th day of September, 2000. THE HOLDER By: _____________________________ President
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. 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 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.

  • Organization; Corporate Power It is duly incorporated and validly existing under the laws of the jurisdiction of its organization, and has all necessary power and authority to execute and deliver this Amendment and to consummate the transactions contemplated by the Sponsors' Support Agreement, as amended hereby;

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Organization; Corporate Powers The Borrower and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own, operate and encumber its property and to conduct its business as presently conducted and as proposed to be conducted.

  • 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.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • 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.

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • 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.

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