Delta Recital Sample Clauses

Delta Recital. Delta makes the following recital and hereby acknowledges that the Trustee is entering into this Agreement in reliance thereon: Delta has all the necessary power and authority under Law and otherwise to enter into, perform, enforce and observe the agreements evidenced by this Agreement. The execution and delivery by Delta of this Agreement and the consummation and performance of the obligations contemplated by this Agreement will not violate any provisions of Law applicable to Delta or violate, or constitute a default under the provisions of, any Law, agreement or other instrument to which Delta is a party or by which Delta is bound.
Sample 1
AutoNDA by SimpleDocs

Related to Delta Recital

  • PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.

  • RECITALS A Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 25, 1997 by and among X.X. Childs Equity Partners, L.P., a Delaware limited partnership, UHS Acquisition Corp., a Minnesota corporation, and Universal Hospital Services, Inc., a Minnesota corporation (the "Acquisition Agreement"), and of certain related transactions to be consummated concurrently therewith, the Stockholders (as hereinafter defined) will own (and may hereafter acquire) certain shares of Common Stock (as hereinafter defined) and certain options, warrants, securities and other rights to acquire from the Company, by exercise, conversion, exchange or otherwise, shares of Common Stock or securities convertible into Common Stock. B. All of the Stockholders desire to enter into this Agreement for the purpose of regulating certain aspects of the Stockholders' relationships with one another and with the Company. AGREEMENT In consideration of the premises and the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties to this Agreement mutually agree as follows: ARTICLE I

  • Amendment to Recitals The recitals of the Credit Agreement are hereby amended by deleting the reference to "$275,000,000" contained therein and substituting "$350,000,000" therefor.

  • RECITAL Lender has agreed to make and Borrower has agreed to accept a loan in the original principal amount of $350,000,000.00 (the “Loan”). Lender is willing to make the Loan to Borrower upon the terms and subject to the conditions set forth in this Loan Agreement.

  • Offer    Recitals Offer Documents Section 1.1(a) Offer Price Recitals Options Section 2.9(a) OSHA Section 4.7(d)(vi) Other Filings Section 4.11 Owned Intellectual Property Section 4.14(a) Parent Preamble Parent Board Recitals Parent Representatives Section 6.3 Parent Violation Section 5.3(a) Paying Agent Section 3.2(a) PBGC Section 4.12(f) Person Section 9.9(m) Plan Section 9.9(n) Preferred Shares Section 4.2(a) Proxy Statement Section 2.10(a)(ii) Purchaser Preamble Purchaser Board Recitals Purchaser Insiders Section 1.3(a) Qualified Plans Section 4.12(c) RCRA Section 4.7(d)(vii) Release Section 4.7(d)(viii) Section Rights Recitals Rights Agreement Recitals Schedule 14D-9 Section 1.2(a) SEC Section 1.1(a) Securities Act Section 4.5(a) Shares Recitals Special Meeting Section 2.10(a)(i) Stock Plan Section 2.9(a) Subsidiary Section 9.9(o) Superior Proposal Section 6.2(b) Surviving Corporation Section 2.1 Takeover Proposal Section 6.2(a) Tax Section 4.15(b) Tax Return Section 4.15(b) Taxes Section 4.15(b) Tender Offer Conditions Section 1.1(a) Termination Fee Section 8.3(b) Voting Debt Section 4.2(a) Withdrawal Liability Section 9.9(p) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 12, 2006, by and among Xxxxxxx Corporation, a Delaware corporation (“Parent”), Smile Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (the “Purchaser”), and Sybron Dental Specialties, Inc., a Delaware corporation (the “Company”).

  • Incorporation of Recitals The Recitals to this Agreement are incorporated into and shall constitute a part of this Agreement.

  • ACCURACY OF RECITALS Borrower acknowledges the accuracy of the Recitals.

  • Merger   Recitals Merger Consideration 2.1(a)(i) Merger Sub Preamble NQDC Plan 3.10(c) NYSE 8.12(ll) Open Source Software 8.12(mm) Owned Company Properties 8.12(nn) Parent Preamble Parent Acquisition Proposal 5.3(d) Parent Alternative Acquisition Agreement 5.3(e) Parent Balance Sheet 4.5(c) Parent Board Recitals Parent Board Recommendation Recitals Parent Bylaws 4.1(a) Parent Capital Stock 4.2(a) Parent Change in Recommendation 5.3(e) Parent Charter 4.1(a) Parent Class A Common Stock 4.2(a) Parent Class B Common Stock 4.2(a) Parent Common Stock 8.12(nn) Parent Disclosure Letter Article IV Parent Expenses 7.5(c) Parent Financial Advisor 4.12 Parent IT Systems 4.17(n) Parent Licensed-In Agreements 4.17(d) Parent License Agreements 4.17(d) Parent Intellectual Property 8.12(oo) Parent Intervening Event 5.3(d) Parent Material Adverse Effect 8.12(qq) Parent Material Contract 4.16(b) Parent Permits 4.1(a) Parent Privacy Laws and Requirements 4.18(a) Parent Preferred Stock 4.3(a) Parent Product 8.12(pp) Parent RSU 8.12(rr) Parent SEC Documents 4.5(a) Parent Share Issuance 4.3(a) Parent Stock Option 8.12(ss) Parent Stock Plans 8.12(tt) Parent 401(k) Plan 8.12(uu) Parent Stockholder Approval 4.3(b) Parent Stockholders Meeting 4.3(a) Parent Subsidiaries 4.1(a) Parent Superior Proposal 5.3(d) Parent Termination Fee 7.6(a) Parent Voting Agreement Recitals Parent Voting Debt 4.2(b) Parent’s Counsel 5.18(d) Parties Preamble Payment 7.7(a) Payor 7.7(a) Permits 8.12(vv) Permitted Liens 8.12(ww) Person 8.12(xx) Personal Information 8.12(yy) Potential Backside Filer 5.6(a) Principal Antitrust Consent 5.6(a) Proceeding 5.12 Recipient 7.7(a) Release 8.12(zz) Representatives 5.2(a) SEC 8.12(aaa) Second Investor Antitrust Notice 5.6(a) Securities Act 8.12(bbb) Shares Recitals Software 8.12(ccc) SOX 8.12(ddd) Subsidiary 8.12(eee) Surviving Company 1.1 Tax Authority 8.12(fff) Tax Return 8.12(ggg) Taxes 8.12(hhh) Termination Date 7.2(a) Uncertificated Shares 2.1(a)(ii) WARN Act 3.11(e) Willful Breach 7.7 Withholding Agent 2.2(h) AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this “Agreement”), dated as of October 15, 2018, among SendGrid, Inc., a Delaware corporation (the “Company”), Twilio Inc., a Delaware corporation (“Parent”), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

  • Incorporation of Recitals; Definitions The foregoing recitals are incorporated herein. Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Agreement.

  • Recitals Incorporated; Definitions The foregoing recitals are true and correct and by this reference are incorporated herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.