Statement of General Intent Sample Clauses

Statement of General Intent. This Agreement and the Amalgamation are intended, subject to the terms and conditions hereof, to result in the formation of Amalco; the issuance of post­Consolidation MPV Shares to the Entheon Shareholders in exchange for their Entheon Shares outstanding at the Effective Time subject to the Exchange Ratio; the issuance of post­Consolidation MPV Shares and MPV Financing Warrants to holders of Subco Class A Shares and Subco Financing Warrants in exchange for such Subco Class A Shares and Subco Financing Warrants issued on exchange of the Subco Subscription Receipts outstanding at the Effective Time subject to the Subco Exchange Ratio; and Amalco becoming a wholly­owned subsidiary of MPV. To this end, each of MPV and Entheon agrees to act in good faith and use all commercially reasonable efforts to take and do, or cause to be taken and done, all acts and other things necessary, proper or advisable to obtain all necessary approvals to complete the Amalgamation in accordance with the terms and conditions hereof and applicable laws, and to cooperate with each other in connection therewith.
Sample 1
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Statement of General Intent. This Agreement and the Amalgamation are intended, subject to the terms and conditions hereof, to result in the formation of Amalco; the issuance of Resulting Issuer Shares and Broome Exchange Warrants to the Pasha Shareholders, in exchange for their Pasha Shares and Pasha Warrants outstanding at the Effective Time on a one-for-one basis; and Amalco becoming a wholly-owned subsidiary of Broome. To this end, each of Broome and Xxxxx agrees to act in good faith and use all commercially reasonable efforts to take and do, or cause to be taken and done, all acts and other things necessary, proper or advisable to obtain all necessary approvals to complete the Amalgamation in accordance with the terms and conditions hereof and applicable laws, and to cooperate with each other in connection therewith.
Sample 1
Statement of General Intent. This Agreement and the Amalgamation are intended, subject to the terms and conditions hereof, to result in the formation of Amalco; the issuance of Spirit Bear Shares to the Gaia Shareholders, in exchange for their Gaia Shares outstanding at the Effective Time on a one-for-one basis; and Amalco becoming a wholly-owned subsidiary of Spirit Bear. To this end, each of Spirit Bear and Gaia agrees to act in good faith and use all commercially reasonable efforts to take and do, or cause to be taken and done, all acts and other things necessary, proper or advisable to obtain all necessary approvals to complete the Amalgamation in accordance with the terms and conditions hereof and applicable laws, and to cooperate with each other in connection therewith.
Sample 1
Statement of General Intent. This Agreement and the Amalgamation are intended, subject to the terms and conditions hereof, to result in the formation of Amalco; the issuance of Canadian Data Shares and Canadian Data Exchange Warrants to the DSMBC Shareholders, in exchange for their DSMBC Shares and DSMBC Warrants outstanding at the Effective Time on a one-for-one basis; and Amalco becoming a wholly-owned subsidiary of Canadian Data. To this end, each of Canadian Data and DSMBC Canada agrees to act in good faith and use all commercially reasonable efforts to take and do, or cause to be taken and done, all acts and other things necessary, proper or advisable to obtain all necessary approvals to complete the Amalgamation in accordance with the terms and conditions hereof and applicable laws, and to cooperate with each other in connection therewith.
Sample 1
Statement of General Intent. This Agreement and the Amalgamation are intended, subject to the terms and conditions hereof, to result in the Amalgamation to form Amalco; the issuance of Royce Shares to the former 1045564 Shareholders in exchange for their 1045564 Shares outstanding at the Effective Time as to one (1) Royce Share in exchange for every one (0) 0000000 Share; and Amalco becoming a wholly-owned subsidiary of Royce. To this end, each of Royce, Subco and 1045564 agrees to act in good faith and use all commercially reasonable efforts to take and do, or cause to be taken and done, all acts and other things necessary, proper or advisable to obtain all necessary approvals to complete the Amalgamation and Transaction in 37593|2391959_7|VWEBB accordance with the terms and conditions hereof and applicable laws, and to cooperate with each other in good faith in connection therewith.
Sample 1
Statement of General Intent. This Agreement and the Amalgamation are intended, subject to the terms and conditions hereof, to result in the formation of Amalco; the issuance of post-Consolidation Sprout Shares to the TheraCann Shareholders in exchange for their TheraCann Shares outstanding at the Effective Time subject to the Exchange Ratio; the issuance of post-Consolidation Sprout Shares to Subco Shareholders in exchange for such Subco Shares outstanding at the Effective Time subject to the Subco Exchange Ratio; and Amalco becoming a wholly-owned subsidiary of Sprout. To this end, each of Sprout and XxxxxXxxx agrees to act in good faith and use all commercially reasonable efforts to take and do, or cause to be taken and done, all acts and other things necessary, proper or advisable to obtain all necessary approvals to complete the Amalgamation in accordance with the terms and conditions hereof and applicable laws, and to cooperate with each other in connection therewith.
Sample 1
Statement of General Intent. This Agreement and the Transaction are intended, subject to the terms and conditions hereof, to result in the formation of Amalco; the issuance of L1 Shares to the SM Shareholders, in exchange for their SM Shares outstanding at the Effective Time on a one-for-one basis; SM Subscription Receipts outstanding at the Effective Time being exchanged into Replacement Subscription Receipts on a one-for-one basis and otherwise in accordance with the terms of such SM Subscription Receipts; and Amalco becoming a wholly- owned subsidiary of L1. To this end, each of L1 and SM agrees to act in good faith and use all commercially reasonable efforts to take and do, or cause to be taken and done, all acts and other things necessary, proper or advisable to obtain all necessary approvals to complete the Transaction in accordance with the terms and conditions hereof and Applicable Law, and to cooperate with each other in connection therewith.
Sample 1
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Related to Statement of General Intent

  • General Intent Subject to the specific provisions and limitations of this Article 18, it is the intent of the Parties that each Party shall be liable to the other Party for any actual damages incurred by the non-breaching Party as a result of the breaching Party’s failure to perform its obligations in the manner required by this Agreement.

  • Statement of Agreement The parties hereby acknowledge the accuracy of the foregoing Background Information and hereby agree as follows:

  • Statement of Purpose The Borrower has requested, and the Lenders have agreed, to extend certain credit facilities to the Borrower on the terms and conditions of this Agreement.

  • Statement of Services Service Attachments The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable to those Services are described in the Order or in one or more Service Attachments referencing this Agreement. Except for Supplemental Services or Project Services (described below), and unless otherwise agreed in writing, the services we will deliver to you are limited to those Services specifically identified in the Order and described in the Service Attachments. In the event of any conflict between the terms of a Service Attachment and this Agreement, the terms in the Service Attachment control. In the event of any conflict between the terms of an Order and any Service Attachment or this Agreement, the terms of the Order control. Provider may decline to perform any services requested by the Client that are in violation of any applicable law or that are not typically associated with the Services provided by Provider. Supplemental Services “Supplemental Services” are limited, additional services and equipment you may need on a “one-off” or emergency basis that are not included within the scope of the Services described in an Order or the applicable Service Attachments. You will incur additional Service Fees for Supplemental Services. We will notify you of any such additional Service Fees and will obtain your approval prior to providing them. However, we have no obligation to determine the need for or to provide any Supplemental Services. All Supplemental Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. In addition, if we determine that any additional services you request would be inappropriate for treatment as Supplemental Services under this paragraph, we may deliver to you a proposed Service Attachment for Project Services or a Proposal prior to providing Supplemental Services. Project Services In some cases, you may ask us to deliver services outside the scope of any Order or Service Attachment and inappropriate for treatment as Supplemental Services. Examples of such services include major system upgrades, new computer, machine or device setup, network changes, datacenter moves or setups, or installations. In those cases, we will prepare a separate Service Attachment for Project Services describing the proposed scope of those services and our fee to deliver them. Installation dates are estimates only. Customer shall be responsible for preparation and maintenance of the site for such Project Services or installations, including, but not limited to, providing necessary electrical power and communication lines and proper air conditioning and humidity control. FEES FOR SERVICES | PAYMENT TERMS Service Fees Fees for Services are set forth in Order or Statement of Work. Unless otherwise indicated in writing, all Services will be performed on a time-and-materials basis at Provider’s then-current rates.

  • STATEMENT OF PHILOSOPHY The University of Minnesota and the Union are committed to recognizing and acknowledging the healthy and positive diversity that we have on the University campuses. Further, the parties recognize that all employees have the right to work in a productive environment in which there is no verbal or physical intimidation, or discrimination or harassment based on the criteria provided in Section 1, Discrimination Prohibition, and Section 2, Sexual Harassment. It is in this spirit that the parties agree to the provisions of this Article. This statement shall not be grievable nor shall either party use this Section as evidence or argument in arbitration.

  • Statement of Intent The Agent and each Noteholder intend that the Notes be classified and maintained as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c), and the parties will not take any action inconsistent with such classification. It is neither the purpose nor the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool” or association taxable as a corporation among the parties.

  • Statement of Wages An Employer shall, on every pay day, provide to each employee a statement of wages of her pay period stating:

  • Statement of Grievance The grievance shall contain a statement of:

  • Detailed Description of Services / Statement of Work Describe fully the services that Contractor will provide, or add and attach Exhibit B to this Agreement.

  • STATEMENT OF RIGHTS 4.1. The State of Vermont reserves the right to obtain clarification or additional information necessary to properly evaluate a proposal. The Contractor may be asked to give a verbal presentation of its proposal after submission. Failure of Contractor to respond to a request for additional information or clarification could result in rejection of the Contractor’s proposal. To secure a project that is deemed to be in the best interest of the State, the State reserves the right to accept or reject any and all bids, in whole or in part, with or without cause, and to waive technicalities in submissions. The State also reserves the right to make purchases outside of the awarded contracts where it is deemed in the best interest of the State.

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