Pending Acquisitions. With respect to any acquisition of assets or securities by the Company or any of its subsidiaries, the agreement for which has been executed as of the date of this Agreement, the closing of such acquisition, and the obligations of the parties thereunder, are not conditioned in any respect on the maintenance at any given level of the closing bid, ask or sale price of the Common Stock as quoted by Nasdaq.
Pending Acquisitions. To the extent not prohibited by applicable law, Lady Luck shall consult with Buyer as to any pre-closing and post-closing determinations and actions related to the Xxxx Xxxxxxxxx Agreement and the Lady Luck Las Vegas Agreement, and agrees to exercise any rights it has, and take or omit to take all actions to be taken or not taken by it, under such agreements in accordance with the Buyer's reasonable directions and requests.
Pending Acquisitions. The Company shall use its commercially reasonable efforts to consummate each of the pending acquisitions listed on Section 4.16(a) (Part II) of the Company Disclosure Letter (collectively, the “Pending Acquisitions”), in each case, subject to the terms described on Section 4.16(a) (Part II) of the Company Disclosure Letter with respect to each such Pending Acquisition; provided, however, that (i) prior to entering into any binding agreement with respect to any Pending Acquisition, such action shall be presented to the Parent Board for approval, and the Company shall not enter into any such binding agreement unless such agreement is approved by the Parent Board (which approval shall not be unreasonably withheld, delayed or conditioned, and in any event the Parent Board shall make its determination with respect to such approval within five (5) days following the Company’s request), and (ii) the Company’s obligations under this Section 6.16 shall not require the Company to consummate any Pending Acquisition if the Company determines that doing so would not be in the best interests of the Company.
Pending Acquisitions. Each of the agreements, as amended to -------------------- date (collectively, the "Acquisition Agreements"), governing the Pending Acquisitions (such Pending Acquisitions set forth in Section 3.38 of the Company ------------ Disclosure Schedule) has been duly authorized, executed and delivered by the Company and, to the Company's knowledge, each of the other parties thereto, and constitutes a legally valid and binding obligation of the Company and, to the Company's knowledge is enforceable against each such party thereto in accordance with its terms; and except as described in the Form S-1, each of the representations and warranties of the Company and its subsidiaries and each of the other parties set forth in the Acquisition Agreements as modified by any disclosure schedule to such Acquisition Agreements was true and correct at the time such representations and warranties were made and will be true and correct at and as of the Closing Date. The Company has delivered to Parent true and complete copies of each Acquisition Agreement and the Company has no reason to believe that it will not be able to consummate the transactions contemplated by the Acquisition Agreements which have not been previously consummated.
Pending Acquisitions. Neither the consummation of the Southern Community Merger nor the consummation of the First Bradenton Merger will cause a violation of any of the representations or warranties contained in this Agreement or prevent First National Bankshares from performing any of its obligations hereunder.
Pending Acquisitions. The Company expects that the respective transactions contemplated by the Statoil Agreement and the WPX Agreement will be consummated in all material respects on the terms and by the date and as contemplated by the Statoil Agreement or the WPX Agreement, as applicable, and the description thereof set forth in the General Disclosure Package and the Final Prospectus.
Pending Acquisitions. The Falcon Companies may consummate the transactions contemplated by the acquisition agreements set forth in Schedule 6.1 of Falcon's Disclosure Schedule substantially in accordance with such acquisition agreements as currently in effect (such transactions, the "Pending Acquisitions"). As provided for in Section 2.4(b)(x), at the Closing, the Closing Net Liabilities shall be decreased by the amounts paid by the Falcon Companies to the sellers under such agreements (plus reasonable out-of-pocket costs and expenses incurred in connection with consummating such transactions), but only to the extent the Falcon Companies have made an actual payment in respect thereof or a liability for payment is reflected in the computation of Closing Net Liabilities. Buyer acknowledges that none of the representations and warranties made by Falcon or any Seller in this Agreement applies to the assets, systems, or liabilities acquired in the Pending Acquisitions or any other matter relating to such assets, systems, and liabilities, other than the representations and warranties made by Falcon in Section 3.4 with respect to Material Contracts. The parties agree and acknowledge that the subscribers acquired in the Pending Acquisitions shall not be counted for purposes of determining the subscriber adjustment pursuant to Section 2.4(a) or for purposes of determining whether the condition in Section 7.1(c) has been satisfied.
Pending Acquisitions. The Company shall use its (a) reasonable best efforts to consummate each of the pending acquisitions contemplated by the agreements listed on Section 6.1(c)(vii)(Part I) of the Company Disclosure Letter (collectively, the “Pending Acquisitions”), and (b) reasonable efforts to consummate any of the acquisitions contemplated by the agreements listed on Section 6.1(c)(vii)(Part II) of the Company Disclosure Letter (collectively, the “Additional Acquisitions”), in each case on or prior to the Closing Date and on the terms and subject to the conditions set forth in such agreements as of the date hereof, as the same may be amended in accordance with their terms; provided, however, that the Company’s obligations under this Section 6.21 shall not require the Company to consummate any Pending Acquisitions or Additional Acquisitions if doing so would not be in the best interests of the Company.
Pending Acquisitions. MJD has delivered to the Buyers true and -------------------- complete copies of all Contracts and transaction documents relating to any pending acquisition by the Company or any Subsidiary. Schedule 4.24 hereto ------------- lists all such pending acquisitions by the Company or any Subsidiary and, as of the date hereof, their status and anticipated closing dates. All representations and warranties made by or on behalf of the Company or any Subsidiary in any such Contracts or transaction documents are true and correct in all material respects on the date hereof with the same effect as though such representations and warranties had been made on the date hereof. To the Knowledge of MJD, all representations and warranties made in any such Contracts or transaction documents by or on behalf of any party thereto other than the Company or any Subsidiary are true and correct in all material respects on the date hereof with the same effect as though such representations and warranties had been made on the date hereof.
Pending Acquisitions. As of the date hereof, Bradford Bank and the MHC have entered into an Agreement and Plan of Merger, dated as of January 2, 2007, with Golden Prague Federal Savings and Loan Association and an Agreement and Plan of Merger, dated as of January 25, 2007, with Senator Bank (together, the "Pending Merger Agreements"). Golden Prague Federal Savings and Loan Association and Senator Bank are referred to collectively as the "Target Organizations". Bradford has previously made available to Patapsco copies of the Pending Merger Agreements, including all exhibits and disclosure schedules thereto. To Bradford's knowledge, each of the representations and warranties of the Target Organizations contained in the Pending Merger Agreements were accurate as of the date of such agreements and are accurate as of the date of this Agreement, except for such inaccuracies that would not have a Material Adverse Effect on the Bradford Parties. To Bradford's knowledge, none of the parties to the Pending Merger Agreements are in breach thereof. Bradford has previously made available to Patapsco copies of all regulatory applications, notices and other information (the "Pending Merger Applications") that have been filed with Government Entities with respect to the acquisition of the Target Organizations. To Bradford's knowledge, all the information contained in the Pending Merger Applications is accurate. Bradford knows of no reason why all approvals, consents and clearances necessary for the consummation of the transactions contemplated by the Pending Merger Agreements will not be received by July 31, 2007.
