Interests Recitals Sample Clauses

Interests Recitals. Interim Period Section 6.01(a) L&W Section 11.13(a) Leased Real Property Section 4.11(a) Letter of Transmittal Section 2.03(b)(i) Management Member RECITALS Material Contracts Section 4.10(a) Merger RECITALS Merger Sub PREAMBLE Merger Consideration Section 2.02(d) Net Company Position Section 4.20 Non-Unionized Continuing Employee Section 6.07(b) Outside Date Section 10.01(b) Owned Real Property Section 4.11(a) Parent PREAMBLE Parent Member RECITALS Parent’s Statement Section 2.06(a) Party and Parties PREAMBLE Payout Schedule Section 2.03(g) Pending Claims Section 9.05(b) Permits Section 4.09 Permitted Liens Section 4.11(a) Potential Buyer Agreement Section 6.04(c) Purchase Price Section 2.03(a) Real Property Section 4.11(a) Release Date Section 9.05(b) Required Financial Information Section 6.19(c) Required Member Approval Section 7.02(h) Resolved Claims Section 9.05(c) Schedule Update Section 6.14 Securities Act Section 5.08 Seller Employer Section 6.07(c) Sellers PREAMBLE Seller Specified Representations Section 7.02(b)(i) Splitter I RECITALS Splitter II RECITALS Splitters RECITALS Stock Consideration Section 2.01(a) Stock Purchase RECITALS Straddle Period Income Tax Return Section 6.03(a) Support Obligations Section 4.10(a)(x) Surviving Company RECITALS Surviving Company LLC Agreement Section 2.02(c) Tax Contest Section 6.03(b) Third Party Section 9.03(a)
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Interests Recitals. IRS Section 1.1 Knowledge of Buyer Section 1.1 Knowledge of Seller Section 1.1 Law Section 1.1 Legal Proceeding Section 1.1
Interests Recitals. Latest Balance Sheet Section 3.8 Latest Balance Sheet Date Section 3.8 Leased Real Property Section 3.11.18 Legacy Homes Section 3.11.7 Limited Warranty Section 3.12.2 Listed Policy Section 3.13.1 Marks Section 5.21 Material Contracts Section 3.12.1 Material Personal Property Section 3.22 Owned Real Property Section 3.11.1 Party Preamble Payoff Amount Section 5.8.1 Payoff Letters Section 5.8.1 Permit Post Cut-Off Event Section 3.14 Section 6.3.1 PPP Lender Section 3.8.5 PPP Loans Section 3.8.5 Preceding Month Prevailing Party Section 6.3.7 Section 1.5.2 Prior Escrow Agent Recitals Prior Escrow Agreement Prior Month End Date Recitals Section 6.3.7 Prevailing RT Party Section 1.5.3 Purchase Price Deposit Section 1.5.1
Interests Recitals. Interim Funding Amounts 5.11 Limited Guaranty 2.3(c)(vi) Offering Documents 5.3(d) Pre-Closing Reorganization 5.12 Prohibitive Order 7.1(b) Defined Terms Section Project Contracts 3.12 Purchase 2.1 Purchaser Preamble Purchaser Indemnified Party 9.1(b) Purchaser Indemnifying Party 9.1(a) Purchaser Representation Claim 9.1(b) Purchaser Required Regulatory Approvals 4.4 Qualified Intermediary 10.2 Representatives 5.3(a) Seller Preamble Seller CA 5.3 Seller Indemnified Party 9.1(a) Seller Indemnifying Party 9.1(b) Seller Pre-Closing Contest 6.2(b) Seller Representation Claim 9.1(a) Seller Tax Item 6.5(b) Subsequent Loss 6.6(d) Termination Date 8.1(c) Third Party Claim 9.2(b) Transfer Taxes 6.4
Interests Recitals. Interim Financial Statements 1.01 Interim Period 11.01(a) Leased Real Property 3.19(a) Letter of Credit 2.05 LP Certificate 3.01(a) LP Purchaser Preamble Material Contracts 3.11(a) Materiality Terms 10.04(b) MDDA 7.04(a) New U.S. Forest Service Permits 7.04(b) Notice of Claim 10.05(a) Objections Notice 9.13(c)(iii) Outstanding Capital Lease Amount 2.02(c)(ii) Owned Real Property 3.19(a) Parent Preamble Plans 3.15(a) Pre-Closing Periods 11.01(a) Promotional Contracts 3.11(b) Purchase Price 2.01 Purchasers Preamble Purchaser Indemnitees 10.02 Purchaser Trade Names 9.06(b)
Interests Recitals. Leased Real Property 4.9 DocuSign Envelope ID: 527E44C1-3B8F-43DC-92D2-5F1F96B5B037 Term Article/Section Leases 4.9 Material Contract 4.12(b) PA Preamble Permitted Liens 4.10(a) Purchase Price Allocation 2.3 Required Permits 4.18(b) Seller Employee Benefit Plan 4.16

Related to Interests Recitals

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

  • 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.”

  • 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”).

  • Recitals and Definitions Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

  • PRELIMINARY STATEMENTS Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various revolving credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative agent, the collateral agent and the letter of credit issuer (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Xxxxxxxx Credit Agreement”), (iv) the loans and borrowings of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectively, the “Shield Borrowers”) under the Credit Agreement dated as of July 31, 2013 by and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (collectively, the “Shield Holdings”), the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent and the collateral agent (the “Existing Shield Credit Agreement”) and (v) the loans and borrowings of Media General under the Amended and Restated Credit Agreement dated as of July 31, 2013 by and among Media General, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent, the letter of credit issuer, the swing line lender and the collateral agent (the “Existing Media General Credit Agreement”). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its Subsidiaries to guarantee, the obligations of each VIE Borrower under the applicable VIE Credit Agreement and certain hedging/cash management obligations of each such VIE Borrower. To the extent required under the Nexstar Credit Agreement, each VIE Borrower has agreed to guarantee, and cause certain of its Restricted Subsidiaries to guarantee, the Nexstar Borrower’s obligations under the Nexstar Credit Agreement and certain hedging/cash management obligations of the Nexstar Borrower. The lenders to the Nexstar Borrower and the lenders to each of the VIE Borrowers have agreed that (i) certain commitments and/or loans of the same Class under the applicable Group Credit Agreements shall be held on a pro rata basis among lenders of the applicable Class under such Group Credit Agreements, (ii) certain voting rights under the Group Credit Agreements shall be exercised on an aggregated basis among the lenders under the Group Credit Agreements, (iii) after the exercise of any remedy under any Group Credit Agreement or other Group Loan Document, all payments received by the Group Lenders shall be applied in accordance with the Intercreditor Agreement Among Group Lenders and (iv) they shall be otherwise bound by the terms of the Intercreditor Agreement Among Group Lenders. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

  • 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

  • Recitals by Company The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as if set forth herein in full.

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

  • 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 The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.

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