Other Agreements and Understandings Sample Clauses

Other Agreements and Understandings. Without the prior written consent of the Company Board, neither Parent nor Purchaser (or any other Affiliate of Parent) shall enter into any Contract or other agreement, arrangement or understanding (whether oral or written) or commitment to enter into an agreement, arrangement or understanding (whether oral or written) (a) between Parent, Purchaser or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the date hereof that relate in any way to the Company or any of its Subsidiaries or the Transactions or (b) pursuant to which any stockholder of the Company would be entitled to receive consideration of a different
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Other Agreements and Understandings. [8.1 Exclusive Relationship
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Other Agreements and Understandings. As of the date hereof, none of Parent nor any of its affiliates has entered into, or is party or otherwise subject to, any binding agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written) with any current employee, officer or director of any of the Paired Entities or the Paired Entities Subsidiaries that relates in any way to the operation of any of the Paired Entities or the Paired Entities Subsidiaries after the Closing, the Mergers or the other transactions contemplated by this Agreement.
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Other Agreements and Understandings. As of the date hereof, none of the Parent, the Purchaser or any controlled affiliate of the Parent is a party to any written agreement with any director or executive officer of the Company.
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Other Agreements and Understandings. Parent shall provide reasonable notice to the Company in the event that, at any time prior to the Effective Time, Parent or Purchaser (or any other Affiliate of Parent) enters into any Contract or other agreement, arrangement or understanding (whether oral or written) or commitment to enter into an agreement, arrangement or understanding (whether oral or written) (a) between Parent, Purchaser or any of their Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, as of the Agreement Date that relates in any way to the Company or the Transactions or (b) pursuant to which any stockholder of the Company would be entitled to receive consideration of a different amount or nature from the Offer Price or Merger Consideration.
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Other Agreements and Understandings. If the Company, following the issuance of any Warrants to Consultant pursuant to this Agreement, at any time registers its shares of common stock for sale or resale under the Securities Act of 1933 or the Arkansas Securities Act (collectively or individually the "Securities Act(s)") in connection with an underwritten public offering, the Company shall cause the Company's shares underlying the issued Warrants to be registered under the applicable Securities Act as part of such registration of the underwritten public offering. The cost of all such registrations shall be borne by the Company except for fees and disbursements of special counsel or consultants retained by the Consultant and underwriters or brokers discounts applicable to the securities. If the managing underwriter shall advise the Company and the Consultant in writing that the inclusion in any registration pursuant hereto of some or all of the shares sought to be registered
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Related to Other Agreements and Understandings

  • Prior Understandings This Agreement and the other Loan Documents supersede all prior and contemporaneous understandings and agreements, whether written or oral, among the parties hereto relating to the transactions provided for herein and therein.

  • Evaluation and Understanding It is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Agreement and each Transaction hereunder. It is also capable of assuming, and assumes, all financial and other risks of this Agreement and each Transaction hereunder.

  • Entire Understanding This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

  • Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.

  • Assessment and Understanding It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

  • Complete Understanding The terms and conditions set forth in this Agreement represent the full and complete understanding between the parties. The terms and conditions may be modified only through the written mutual consent of the parties.

  • Entire Agreement; No Other Representations This Agreement (including any exhibits hereto), the Company Disclosure Letter, the Parent Disclosure Letter and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT AND MERGER SUB NOR THE COMPANY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

  • Prior Understanding This Agreement and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, between the parties hereto and thereto relating to the transactions provided for herein and therein, including any prior confidentiality agreements and commitments.

  • Basic Understandings 1.1 The Maine Legislature enacted An Act to Restructure the State’s Electric Industry Public Law 1997, Chapter 316 codified as 35-A M.R.S.A. §§ 3201-3217 (the “Restructuring Act”). Accordingly, the T&D agrees to provide services to Provider in accordance with the Restructuring Act, all applicable Maine Public Utilities Commission (“MPUC”) Rules and Regulations, the Maine Electronic Business Transactions Standards approved by the MPUC (“EBT Standards”), all applicable FERC jurisdictional tariffs, rate schedules and agreements and the T&D's Terms and Conditions, incorporated herein by reference (all of the foregoing being further identified in Exhibit C and hereinafter collectively referred to as the “Precepts”), and the terms of this Agreement.

  • Supersedes Other Agreements This Agreement supersedes all prior investment advisory, management, and/or administration agreements in effect between the Fund and the Adviser.

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