Other Tender and Support Agreements Sample Clauses

Other Tender and Support Agreements. Each of Parent and Acquisition Sub represents and warrants that concurrently with the execution of this Agreement, Parent and Acquisition Sub is entering into a tender and support agreement with stockholders affiliated with each of Ares Management LLC, Gates Capital Management, Inc. and Anchorage Advisor Management, L.L.C., and that each such tender and support agreement entered into with such stockholders is on substantially the same terms and conditions (other than with respect to the number of shares subject to such other tender and support agreement and administrative matters such as the addresses for notices). Each of Parent and Acquisition Sub acknowledges and agrees that, in the event that following the date hereof and in connection with the Merger Agreement or the Merger, Parent and/or Acquisition Sub enters into any new tender and support agreement, or amends, waives, terminates or otherwise modifies any tender and support agreement entered into on the date hereof, with any other stockholder of the Company on terms and conditions that are more favorable to such other stockholder in any respect than the terms and conditions contained in this Agreement, then Parent shall promptly advise the Company Stockholders of such fact (and the relevant terms and conditions) and, unless otherwise agreed by Parent and the Company Stockholders, this Agreement, without any further action of Parent or the Company Stockholders, shall be deemed automatically amended and modified to include such more favorable terms such that the Company Stockholders shall receive the benefit of such more favorable terms.
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Related to Other Tender and Support Agreements

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Controlling Agreement To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Lockup Agreements Each of the Stockholders shall, upon request of the Underwriter Representative, execute a customary "lockup" agreement in connection with the Initial Public Offering, pursuant to which the Stockholders will be prohibited from selling any Acquiror Common Stock owned by them for up to 180 days from the closing of the Initial Public Offering.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Continuing Agreement (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the Lenders shall, upon the request and at the expense of the Pledgors, forthwith release all of the Liens and security interests granted hereunder and shall deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement.

  • Lockup Agreement The Company will deliver to the Subscribers on or before the Closing Date and enforce the provisions of irrevocable lockup agreements (“Lockup Agreement”) in the form annexed hereto as Xxxxxxx X0, Xxxxxxx X0 and Xxxxxxx X0, with the persons identified on Schedule 9(v) with respect to the Common Stock identified on Schedule 9(v). The Company further agrees it will not issue any shares described in Section 12(a)(v) unless the employee has delivered prior thereto an executed Lockup Agreement.

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