IBC Sample Clauses

IBC. IBC" has the meaning set forth above in the recitals to this Agreement.
Sample 1Sample 2Sample 3
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IBC. IGC, and WSC do hereby agree that as between themselves all rights and obligations created pursuant to this agreement shall be created as of the Effective Date notwithstanding the provisions of any other agreements to which such parties may be bound which require that the consent of persons or entities other than IBC, ICC, or WSC be obtained prior to the transfer of the limited partnership interest in the Partnership. In confirmation of this agreement, IBC, IGC and WSC agree that IBC may xxx IGC in law, or in equity, to require IGC to pay over to it any distributions, whether such distributions are in the nature of capital or income, made by the Partnership on or after the Effective Date to IGC in respect of the 0.1 % general partnership interest and that WSC may xxx IBC in law, or in equity, to require IBC to pay over to it any distributions whether such distributions are in the nature of capital or income, made by the Partnership to IBC on or after the Effective Date in respect of the 0.1% limited partner interest in the Partnership which IBC is conveying to WSC. All provisions dealing with the rights and obligations by and between IBC and IGC in respect of the 0.1 % general partnership interest and between IBC and WSC in respect of the 0.1% limited partnership interest in the Partnership shall take effect as of the Effective Date notwithstanding the failure of any other parties to approve this agreement prior to such date.
Sample 1

Related to IBC

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • 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.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • The Surviving Corporation Section 3.01.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • The Company This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company to, any purchaser of all or substantially all of the Company’s business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). The Company will require any such purchaser, successor or assignee to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such purchase, succession or assignment had taken place.

  • Parent Nothing herein shall be construed to limit or affect any action or inaction by (i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any action or inaction by such Person.

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Company The term “

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

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