Approval of Purchase Agreement and Restructuring Merger Agreement; Voting Agreement; Termination Sample Clauses

Approval of Purchase Agreement and Restructuring Merger Agreement; Voting Agreement; Termination. (a) Partner hereby (i) approves and consents to the Purchase Agreement and the Restructuring Merger Agreement attached thereto as Annex 6, the execution and delivery of each such agreement by the Company, and in each case the transactions contemplated thereby, including, without limitation, the Ayco Sale and the Restructuring Merger (collectively, the "Transactions"), all in accordance with the provisions of Sections 17-302(e) and 17-405(d) of the Delaware Revised Uniform Limited Partnership Act (the "DRULPA") and Section 11.1 of the Amended and Restated Agreement of Limited Partnership of the Company (the "Company Partnership Agreement"), (ii) agrees to vote in favor of the adoption or approval of the matters described in clause (i) of this Section 1(a) or any other action required to consummate the Transactions and (iii) agrees to vote against, and to withhold consent from, any action or proposal that could compete with or could serve to materially interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions. For the avoidance of doubt, and without limiting in any respect the effect of clause (a)(i) of this Section 1, Partner hereby approves and consents to the form, terms and provisions of, and the transactions contemplated by, each of the Purchase Agreement, including all exhibits and annexes thereto, and the Restructuring Merger Agreement, including all exhibits and annexes thereto, substantially in the form attached as Annex 6 to the Purchase Agreement, in each case, with such changes as a senior executive officer of the Company may approve, and to any and all amendments, waivers and supplements to the Purchase Agreement or the Restructuring Merger Agreement, or any of such exhibits and annexes thereto as may be entered into or delivered from time to time after the date of this Agreement. To the extent necessary and as permitted by applicable law, Partner hereby also irrevocably (i) waives any notice, or requirement thereof, with respect to any meeting of the partners or other proceeding for the purpose of adopting and approving the Purchase Agreement, the Restructuring Merger Agreement, the Transactions or any related matters and (ii) acknowledges that Partner will not have, and expressly waives, any dissenters' or similar rights in connection with the Transactions.
Sample 1
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Related to Approval of Purchase Agreement and Restructuring Merger Agreement; Voting Agreement; Termination

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • Acquisition Agreement The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

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