Proposed Form of Agreement Sample Clauses

Proposed Form of Agreement. The Prospective Buyer and the Prospective Seller shall expeditiously negotiate to reach a written Merger Agreement, subject to the approval of the Prospective Buyer's Board of Directors and stockholders and the Prospective Seller's Board of Directors and stockholders, if required by applicable law or any regulatory authority. The Merger Agreement shall provide for all matters of material concern within the scope of this Letter of Intent as well as comprehensive representations, warranties, indemnifications, conditions and agreements by the Prospective Seller and other appropriate third parties, if any. It is the intent of the parties hereto that they shall exercise their best efforts to conclude the Merger Agreement to achieve these objectives. Any conflict or inconsistency shall be resolved amicably by both parties.
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Proposed Form of Agreement. The Prospective Buyer and the Prospective Seller shall expeditiously negotiate to reach a written Merger Agreement, subject to the approval of the Prospective Buyer's Board of Directors and the Prospective Seller's Board of Directors, if required by applicable law or any regulatory authority. The Merger Agreement shall provide for all matters of material concern within the scope of this Letter of Intent as well as comprehensive representations, warranties, indemnifications, conditions and agreements by the Prospective Seller and other appropriate third parties, if any. It is the intent of the parties hereto that they shall exercise their best efforts to conclude the Merger Agreement to achieve these objectives. Any conflict or inconsistency shall be resolved amicably by both parties.
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Proposed Form of Agreement. The Purchaser, the Company, and the Shareholder intend promptly to begin negotiating to reach a written Definitive Agreement, containing comprehensive representations, warranties, indemnities, conditions and agreements by the parties customary to a transaction of this nature. The execution of the Definitive Agreement by the parties and their respective obligations to close the transaction will be subject to approval by the respective boards of directors of each entity and by the shareholders of the Company.
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Proposed Form of Agreement. Prospective Buyer and the Company intend promptly to begin negotiating to reach a written Definitive Agreement, containing comprehensive representations, warranties, indemnities, conditions and agreements by the Company, including, without limitation, representations by the Company regarding the ownership of the Company's principal assets, including its intellectual property, and the continuity of any key licensed technologies for a reasonable period of time. The Definitive Agreement will not include any indemnification provisions. The execution of the Definitive Agreement by Prospective Buyer and the Company and their respective obligations to close the transaction shall be subject to approval by the respective boards of directors of Prospective Buyer and the Company.
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Proposed Form of Agreement. SELLER and BEAC intend promptly to begin negotiating to reach a written Definitive Agreement, subject to the approval of SELLER's Board of Directors and BEAC's Board of Directors, containing comprehensive representations, warranties, indemnities, conditions and agreements by SELLER and Letter of Intent Page 3
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Proposed Form of Agreement. Upon satisfaction of the condition set forth in B(1) and (2) below, Prospective Buyer and Prospective Seller intend promptly to begin negotiating to reach a written Definitive Agreement, subject to the approval of each party (in their respective sole discretion), containing standard representations, warranties, indemnities, conditions and agreements by Prospective Seller.
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Related to Proposed Form of Agreement

  • Form of Agreement If a vendor submitting an Proposal requires TIPS and/or TIPS Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal. In response to submitted supplemental Vendor Agreement documents, TIPS will review proposed vendor Agreement documents. Supplemental Vendor’s Agreement documents shall not become part of TIPS’s Agreement with vendor unless and until an authorized representative of TIPS reviews and approves it.

  • Effective Date and Term of Agreement This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.

  • Term of Agreement This Agreement shall continue in full force and effect until the tenth (10th) anniversary of Bank Closing; provided, that the provisions of Section 6.3 and 6.4 shall survive the expiration of the term of this Agreement; and provided further, that the receivership of the Failed Bank may be terminated prior to the expiration of the term of this Agreement, and in such event, the guaranty of the Corporation, as provided in and in accordance with the provisions of Section 12.7 shall be in effect for the remainder of the term of this Agreement. Expiration of the term of this Agreement shall not affect any claim or liability of any party with respect to any (i) amount which is owing at the time of such expiration, regardless of when such amount becomes payable, and (ii) breach of this Agreement occurring prior to such expiration, regardless of when such breach is discovered.

  • Terms of Agreement In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

  • Holders Need Not Approve the Particular Form of any Amendment A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

  • Period for Review and Consideration of Agreement Executive understands he/she has been given a period of 21 days to review and consider this Agreement before signing it. Executive further understands he/she may use as much of the 21 day period as he/she wishes prior to signing.

  • Form of Reverse of Note This Note is one of a duly authorized issue of Notes of the Company designated as its Senior Secured Notes due 2007 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an Indenture, dated as of August 11, 2004 (herein called the “Indenture”), by and among the Company, the Guarantors and The Bank of New York, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:

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