Contemplated Transaction. Section 5.02 Cost-Free Educational Account .......................... Section 3.02(b) Cross Default .......................................... Section 1.05(b)(i) DAETC ..................................................
Contemplated Transaction. The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party and the consummation of the Contemplated Transactions are within the power and authority of the Company and have been duly authorized by all necessary action on the part of the Company. This Agreement and each Ancillary Agreement to which the Company is (or will be) a party (a) has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by the Company and (b) is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Contemplated Transaction. The execution, delivery and performance by each Acquired Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party and the consummation of the Contemplated Transactions are within the power and authority of each Acquired Company and have been duly authorized by all necessary action on the part of each Acquired Company, other than approval by the Company’s stockholders of the Merger and the Contemplated Transactions. This Agreement and each Ancillary Agreement to which each Acquired Company is (or will be) a party (a) has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by each Acquired Company and (b) is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid and binding obligation of such Acquired Company, Enforceable against each such Acquired Company in accordance with its terms.
Contemplated Transaction. The statements in the Prospectus under the heading “Recent Developments,” insofar as they purport to describe or summarize the terms or provisions of the Real Estate Purchase Agreement, dated as of June 19, 2014 (the “Contemplated Transaction Agreement”), are accurate descriptions or summaries in all material respects. The Contemplated Transaction Agreement has been duly authorized, executed and delivered by the parties thereto. To the knowledge of the Company and the Operating Partnership as of the date hereof, there is no fact or circumstance relating to the Contemplated Transaction Agreement which would cause the representations and warranties in this Section 1(a) to be untrue if the acquisition had been consummated as of the date hereof.
Contemplated Transaction. Subject to the terms and conditions of this agreement, the Buyer will subscribe for and purchase from the Seller, and the Seller will issue and sell to the Buyer, four million nine hundred seventy-eight thousand five hundred and sixty-two (4,978,562) shares of the Target Company (the “Target Shares”), and all the attached rights to the Target Shares, including rights to unpaid dividends and the right of asset distribution declared after the Closing Date; nevertheless, the rights to unpaid dividends and the right of asset distribution declared prior to the Closing Date belong to the Seller, and the Buyer shall transfer all the dividends and assets received under such rights to the Seller within seven (7) days of receiving them.
Contemplated Transaction. 10.4 Seller covenants and agrees to forward to Buyer, within five (5)
Contemplated Transaction. Section 5.02 Cost-Free Educational Account .......................... Section 3.02(b) Cross Default .......................................... Section 1.05(b)(i) DAETC .................................................. Preamble Damages ................................................ Section 9.02 Deductible ............................................. Section 9.03 Default Interest Rate .................................. Definitions [***] Agreement ........................................ Section 1.02(b)(ii) Discovery Closing Date ................................. Section 11.12(c)(i) Dispute ................................................ Section 11.12(b) Dispute Notice ......................................... Section 11.12(b) Dispute Resolution Procedures .......................... Section 11.12(a) Disqualification Event ................................. Section 7.04 EBS .................................................... Recitals EBS Economic Royalties ................................. Section 2.01(a) EBS Relevance Date ..................................... Section 8.02(a) EBS Spectrum Capacity .................................. Section 1.01(a) EBS Spectrum Group ..................................... Preamble Economic Royalty ....................................... Definitions Educational End User ................................... Section 3.02(c) Educational Reservation ................................ Section 3.03(a) Effective Date ......................................... Preamble Equity Royalties ....................................... Definitions Escrow ................................................. Section 2.01(b) Escrow Agent ........................................... Definitions Escrow Agreement ....................................... Section 2.01(b) Exchange Act ........................................... Section 8.07(a) Exhibits/Schedules ..................................... Definitions FCC .................................................... Recitals FCC IUA Approval ....................................... Definitions FCC License ............................................ Recitals FCC Proceedings ........................................ Section 5.04 FCC Qualifications ..................................... Section 7.04
Contemplated Transaction. The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement to which any Seller is (or will be) a party and the consummation of the Contemplated Transactions are within the power and authority of each Seller and have been duly authorized by all necessary action on the part of each Seller. This Agreement and each Ancillary Agreement to which any Seller is (or will be) a party (a) has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by the applicable Seller and (b) is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid and binding obligation of the applicable Seller, Enforceable against such Seller in accordance with its terms.
Contemplated Transaction. Each of the Sellers shall prepare and timely file any Tax Returns required to be filed by it in respect of such taxes.
Contemplated Transaction. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect any short sales or similar transactions in the future. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.12 are being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.12.
