Combination Agreements Sample Clauses

Combination Agreements. The Combination Agreements shall be in full force and effect and none of the parties thereto shall be in default thereunder. The Representatives shall have received assurances reasonably satisfactory to it that all documents required to be filed in the respective states in order to effectuate the consummation of each Combination shall have been approved for filing by the appropriate authorities in each state and that all of such Combination documents shall be filed substantially concurrently with the consummation of the transactions pursuant to this Agreement.
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Combination Agreements. 19 Lock-Up Agreement from Certain Stockholders of the Company..............................................20
Sample 1
Combination Agreements. The Company has entered into the ---------------------- Combination Agreements, filed as Exhibits 10.1 and 10.2 to the Registration Statement, pursuant to which the Company will acquire in separate transactions all of the capital stock and ownership interests in Xxxxxxx and Xxxxxx. Each of the Combination Agreements has been duly and validly authorized, executed and delivered by the Company, and is valid and binding on the Company and is enforceable against the Company in accordance with its terms and the Company is not in default in any respect thereunder. A complete and correct copy of each Combination Agreement (including exhibits and schedules) has been delivered to the Lead Managers and, except with the Lead Managers' prior written approval, no material changes therein will be made subsequent hereto and prior to the Closing Time. The representations and warranties made in each Combination Agreement by the Company and by each of Xxxxxxx and Xxxxxx, respectively, and/or each of their respective stockholders are true and correct in all material respects to the extent set forth in Section 8.2(b) of each of the Combination Agreements, except for such changes contemplated by such Combination Agreement.
Sample 1
Combination Agreements. The Company has entered into the agreements (the "Combination Agreements"), set forth as Exhibits 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 2.13 and 2.14 to the Registration Statement, pursuant to which the Company will acquire in separate transactions all of the common stock and ownership interests of the Founding Companies. Each of the Combination Agreements is in full force and effect, has been duly and validly authorized, executed and delivered by the parties thereto, and is valid and binding on the parties thereto in accordance with its terms and none of the parties thereto is in default in any respect thereunder. A complete and correct copy of each Combination Agreement (including exhibits and schedules) has been delivered to the Representatives and no changes therein will be made subsequent hereto and prior to the Closing Date.
Sample 1
Combination Agreements. The Company has entered into the agreements (the "Combination Agreements"), set forth as Exhibits 2.1, 2.2, 2.3, 2.4 and 2.5 to the Registration Statement, pursuant to which the Company will acquire in separate Combinations all of the common stock and ownership interests of the Founding Companies. Each of the Combination Agreements is in full force and effect, has been duly and validly authorized, executed and delivered by the parties thereto, and is valid and binding on the parties thereto in accordance with its terms and none of the parties thereto is in default in any respect thereunder. A complete and correct copy of each Combination Agreement (including exhibits and schedules) has been delivered to the Representatives and no changes therein will be made subsequent hereto and prior to the Closing Date.
Sample 1
Combination Agreements. Borrowers have heretofore delivered to Administrative Agent and the Lenders true and correct copies of the Combination Agreements and the Combination Agreements have not been amended or modified in any material respect and no material condition to the effectiveness thereof or the obligations of Borrowers or the relevant sellers thereunder have been waived (except minimum EBITDA for certain sellers required by their Combination Agreements that have been disclosed to the Administrative Agent in writing and are being waived by Borrowers in connection with the closing of the Combination Agreements). Each Borrower has all necessary right, power, and authority to consummate the transactions contemplated by the Combination Agreements to which it is a party to and to perform all of its obligations thereunder. The Combination Agreements have been duly authorized, executed, and delivered by the relevant Borrowers. The Combination Agreements constitutes the valid and binding obligation of the relevant Borrower party thereto enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and the Combination Agreements do not, nor does the observance or performance by Borrowers of any of the matters and things therein provided for (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, or decree binding upon such Person or any provision of the charter, articles of incorporation, or by-laws, of such Person, as applicable, (b) contravene or constitute a default under any covenant, indenture, or agreement of or affecting such Person or any of its Property where such contravention or default would reasonably be expected to have a material adverse effect on the financial condition, Property, business, or operations of such Person, or (c) result in the creation or imposition of any Lien on any such Person’s Property (other than Liens in favor of Administrative Agent granted pursuant to the Collateral Documents). No authorization, consent, license, or exemption from, or filing or registration with, any court or governmental department, agency, or instrumentality, nor any approval or consent of any other Person, is or will be necessary to...
Sample 1
Combination Agreements. The Company has entered into the agreements (the "Combination Agreements"), filed as Exhibits _________ to the Registration Statement, pursuant to which the Company will acquire in separate Combinations all of the capital stock and ownership interests of the Founding Companies. Each of the Combination Agreements is in full force and effect, has been duly and validly authorized, executed and delivered by the parties thereto, and is valid and binding on the parties thereto in accordance with its terms and none of the parties thereto is in default in any respect thereunder. A complete and correct copy of each Combination Agreement (including exhibits and schedules) has been delivered to the Representatives and no changes therein will be made subsequent hereto and prior to the Closing Date.
Sample 1
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Related to Combination Agreements

  • 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.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor. In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall provide to the State a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54). Party shall include the following provisions of this Attachment C in all subcontracts for work performed solely for the State of Vermont and subcontracts for work performed in the State of Vermont: Section 10 (“False Claims Act”); Section 11 (“Whistleblower Protections”); Section 12 (“Location of State Data”); Section 14 (“Fair Employment Practices and Americans with Disabilities Act”); Section 16 (“Taxes Due the State”); Section 18 (“Child Support”); Section 20 (“No Gifts or Gratuities”); Section 22 (“Certification Regarding Debarment”); Section 30 (“State Facilities”); and Section 32.A (“Certification Regarding Use of State Funds”).

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

  • Voting Agreements The Shareholder agrees with, and covenants to, Buyer as follows:

  • Stock Splits and Combinations If the Company shall at any time subdivide or combine its outstanding shares of Common Stock, this Warrant shall, after that subdivision or combination, evidence the right to purchase the number of shares of Common Stock that would have been issuable as a result of that change with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision or combination. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Warrant Exercise Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Warrant Exercise Price then in effect immediately before that combination shall be proportionately increased. Any adjustment under this section shall become effective at the close of business on the date the subdivision or combination becomes effective.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Splits and Combinations (a) Subject to Section 5.8(d), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership.

  • Noncompetition Agreements Purchaser shall have executed and delivered to each Seller a Noncompetition Agreement substantially in the form attached hereto as Schedule 6.5(a).

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

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