No Other Agreements to Sell Assets Sample Clauses

No Other Agreements to Sell Assets. Seller does not have any obligation, absolute or contingent, to any other Person to sell any of the Acquired Assets, or to effect any merger, consolidation or other reorganization of Seller or to enter into any agreement with respect thereto.
Sample 1Sample 2Sample 3See All (15)
AutoNDA by SimpleDocs
No Other Agreements to Sell Assets. Neither the Seller nor any of the Shareholders have granted, and there is not outstanding any option, right, agreement, Contract or other obligation or commitment pursuant to which any other Person could reasonably claim a right to acquire in any way the Purchased Assets or any ownership or other material interest in either the Seller or the Business.
Sample 1Sample 2Sample 3See All (7)
No Other Agreements to Sell Assets or Capital Stock of the Company None of the Company, its officers, directors or Affiliates nor, to the knowledge of the Company, its Stockholders, have any commitment or legal obligation, absolute or contingent, to any other person or firm, other than as contemplated by the Transactions, to sell, assign, transfer or effect a sale of any of the Assets (other than inventory or real property in the ordinary course of business), to sell or effect a sale of the capital stock of the Company other than Company Stock Options and Company Warrants, to effect any merger, consolidation, liquidation, dissolution or other reorganization of the Company, or to enter into any agreement or cause the entering into of an agreement with respect to any of the foregoing.
Sample 1
No Other Agreements to Sell Assets or Capital Stock of the Subject Company. Neither the Subject Company, nor any officers, directors or Affiliates of the Subject Company have any commitment or legal obligation, absolute or contingent, to any other Person or firm, other than as contemplated by the Transactions, to sell, assign, transfer or effect a sale of any of the assets (other than inventory and products in the Ordinary Course of Business), to sell or effect a sale of the capital stock or other equity interests of the Subject Company, to effect any merger, consolidation, liquidation, dissolution or other reorganization of the Subject Company, to enter into any agreement or cause the entering into of an agreement with respect to any of the foregoing.
Sample 1
No Other Agreements to Sell Assets. Neither the Parent nor Seller has any obligation, absolute or contingent, to any other Person to sell any of the Acquired Assets or any of the securities of Seller, or to effect any merger, consolidation, or other reorganization of Seller, or to enter into any agreement with respect thereto.
Sample 1
No Other Agreements to Sell Assets. Neither Xxxxxx nor its ---------------------------------- officers, directors, shareholders or Affiliates has any commitment or legal obligation, absolute or contingent, to any other person or firm other than Buyer to sell, assign, transfer or effect a sale of any of its Assets (other than inventory in the ordinary course of business). None of Xxxxxx'x shareholders has any commitment or legal obligation, absolute or contingent, to any other person or firm other than Buyer to sell or effect a sale of the capital stock of Xxxxxx, to effect any merger, consolidation, liquidation, dissolution or other reorganization of Xxxxxx, or to enter into any agreement or cause the entering into of an agreement with respect to any of the foregoing.
Sample 1
No Other Agreements to Sell Assets or Capital Stock of CSR or any of its Subsidiaries. Except as set forth in Schedule 4.22, neither CSR nor any of its Subsidiaries, nor any officers, directors or Affiliates of CSR and its Subsidiaries have any commitment or legal obligation, absolute or contingent, to any other Person or firm, other than as contemplated by the Transactions, to sell, assign, transfer or effect a sale of any of the assets (other than inventory and products in the Ordinary Course of Business), to sell or effect a sale of the capital stock or other equity interests of CSR or any of its Subsidiaries, to effect any merger, consolidation, liquidation, dissolution or other reorganization of CSR or any of its Subsidiaries, to enter into any agreement or cause the entering into of an agreement with respect to any of the foregoing.
Sample 1
AutoNDA by SimpleDocs
No Other Agreements to Sell Assets or Capital Stock of MFSC or any of its Subsidiaries. Except as set forth in Schedule 5.22, neither MFSC nor any of its Subsidiaries, nor any officers, directors or Affiliates of MFSC and its Subsidiaries have any commitment or legal obligation, absolute or contingent, to any other Person or firm, other than as contemplated by the Transactions, to sell, assign, transfer or effect a sale of any of the assets (other than inventory and products in the Ordinary Course of Business), to sell or effect a sale of the capital stock or other equity interests of MFSC or any of its Subsidiaries, to effect any merger, consolidation, liquidation, dissolution or other reorganization of MFSC or any of its Subsidiaries, to enter into any agreement or cause the entering into of an agreement with respect to any of the foregoing.
Sample 1
No Other Agreements to Sell Assets. Neither Seller, their Affiliates nor any of their respective officers, directors, shareholders or members have any commitment or legal obligation, absolute or contingent, to any Person other than Buyer to sell, assign, transfer or effect a sale of any of the Assets, to sell or effect a sale of any of the capital stock, membership interests or partnership interests, as the case may be, of any Seller or any of their Affiliates or to effect any merger, consolidation, liquidation, dissolution or other reorganization of any Seller or any of its Affiliates and no Seller, its Affiliates or any of their respective officers, directors, shareholders or members has engaged in any discussions with any Person regarding any of the foregoing.
Sample 1

Related to No Other Agreements to Sell Assets

  • No Other Agreements to Sell the Company or the Assets. Neither the Company nor the Company Subsidiary has any legal obligation, absolute or contingent, to any other Person to sell the Assets of the Company or the Company Subsidiary (other than inventory in the ordinary course of business) or to sell any capital stock of the Company or the Company Subsidiary or to effect any merger, consolidation or other reorganization of the Company or the Company Subsidiary or to enter into any agreement with respect thereto, except pursuant to the Company Options and this Agreement.

  • No Other Agreements to Purchase No person other than the Purchaser has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Vendors of any of the Purchased Shares.

  • No Other Agreements No Employee(s) shall be required or permitted to make any written or verbal agreement with the Employer or its representatives, which conflict with the terms of this Agreement.

  • No Other Agreement No employee covered by this Agreement shall be required or permitted to make a written or oral agreement with the Employer or its representatives which may conflict with the terms of this Agreement.

  • Agreements to Sell and Purchase Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[______] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as Xxxxxx Xxxxxxx may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Sellers agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [_______________] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Sellers not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

  • Relation to Other Agreements 1. The Parties reaffirm their rights and obligations under the WTO Agreement or any other agreements to which both Parties are parties.

  • OTHER AGREEMENTS, ETC It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a partner, shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

  • Compliance with Other Agreements and Applicable Laws Borrower is not in default in any material respect under, or in violation in any material respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and Borrower is in compliance in all material respects with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, State or local governmental authority.

  • Relationship with Other Agreements The implementation of this Treaty shall not prejudice obligations undertaken by States Parties with regard to existing international agreements, to which they are party, where those obligations are consistent with the Treaty.

  • Agreements to Sell and Purchase and Lock-Up Agreements On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, (i) each Seller agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Seller's name in Schedule II hereto and (ii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per Share of $71.00 (the "Purchase Price") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) each Seller agrees, severally and not jointly, to sell the Additional Shares set forth opposite such Seller's name in Schedule II hereto and (ii) the Underwriters shall have the right to purchase, severally and not jointly, up to 1,800,000 Additional Shares from the Sellers at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Sellers within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Sellers the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Sellers as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each of the Sellers agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Stock (regardless of whether any of the transactions described in clause (i) or (ii) is to be settled by the delivery of Common Stock, or such other securities, in cash or otherwise), except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Closing Date (as defined below) without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and the Company, which consent the Company may withhold in its sole discretion. Each Seller agrees that, for a period of 180 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, it will not make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. Each Seller shall, prior to or concurrently with the execution of this Agreement, deliver an agreement executed by such Seller to the effect that such person will not, during the period commencing on the date such person signs such agreement and ending 180 days after the date of the Prospectus, without the prior written consent of Xxxxxxxxx, Lufkin & Xxxxxxxx Corporation, (A) engage in any of the transactions described in the first sentence of this paragraph or (B) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; provided, that any such agreement shall not relieve any other obligation such Seller otherwise has to the Company.

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