The Transaction Agreements Sample Clauses

The Transaction Agreements. Each of the Transaction Agreements has been duly authorized by the Company and the Subsidiaries, to the extent a party thereto, and, at the First Closing date, will have been executed and delivered by the Company and the Subsidiaries, to the extent a party thereto, and will constitute a legally valid and binding obligation of the Company and the Subsidiaries, to the extent a party thereto, enforceable against the Company and the Subsidiaries, to the extent a party thereto, in accordance with its terms, except in each case as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity), and with respect to indemnification thereunder, except as rights may be limited by applicable law or policies underlying such law.

The Transaction Agreements. Each of the Transaction Agreements has been duly authorized, executed and delivered by, and is a valid and binding agreement of, each of the Company and the Operating Partnership, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Transaction Agreements. In order to effect certain of the ---------- transactions contemplated by this Agreement, the following agreements (together with the Financing Agreements, collectively, the "Transaction Agreements") have been, or will be, entered into by the Persons referred to below: (a) The Stockholders Agreement of even date herewith (the "Stockholders Agreement") among Holdings, the Purchasers, the Management Stockholders named therein (the "Management Stockholders") and the other parties thereto. (b) The Non-Competition Agreements of even date herewith between the Company and Persons included in the Senior Management Non-Competition Agreement, the Management Non-Competition Agreement, the ▇▇▇▇▇ Non- Competition Agreement, the Stockholder Agreement for Protection of Proprietary Interests with certain stockholders and former stockholders of Holdings, and the Stockholder Non-Competition Agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇ and certain members of his family and trusts for their benefit, respectively. (c) The 1997 Stock Option Plan of the Company (the "Option Plan"). (d) The stock options to be granted by the Company under the Option Plan to certain Management Stockholders. (e) The Credit Agreement of even date herewith (the "Credit Agreement") among First Bank National Association, as agent and lender (the "Bank"), the other lenders parties thereto, and Omega, Home Crest Corporation and Panther Transport, Inc. as borrowers and the other Loan Documents as defined therein. (f) The Certificate of Merger of even date herewith (the "Merger Certificate") of the Company and Holdings to be filed with the Secretary of State of Delaware, pursuant to which the Company will be merged with and into Holdings and following which Holdings shall be the surviving corporation (the "Merger"). (g) The Merger Agreement. (h) The promissory note of even date herewith in the principal amount of $3,000,000 (the "Indemnity Note") issued by Holdings pursuant to the Merger Agreement. (i) The irrevocable standby letter of credit of even date herewith in the stated amount of $3,000,000 (the "Indemnity Note Letter of Credit") issued by the Bank pursuant to the Credit Agreement. (j) The Senior Subordinated Bridge Loan Agreement (the "Bridge Loan Agreement") of even date herewith and the Transaction Documents as defined therein. (k) The Management Investor Subscription Agreement of even date herewith (the "Management Subscription Agreement") between Holdings and each of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇...

The Transaction Agreements. The following are summaries of the material terms of the Merger Agreement, the Confidentiality Agreement (as defined below) and the Retention Agreements (as defined below). They have been included to provide investors and stockholders with information regarding the terms of such agreements. The following summaries do not purport to be complete and are qualified in their entirety by reference to the definitive agreements themselves, which have been filed as exhibits to the Schedule TO (or in case of the Retention Agreements, by Momenta to the Schedule 14D-9). Momenta stockholders and other interested parties should read the Merger Agreement, the Confidentiality Agreement and the Retention Agreements in their entirety for more complete descriptions of the terms summarized below. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 8—“Certain Information Concerning ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and Purchaser”. The Merger Agreement and the summary included below are not intended to provide any factual information about Momenta, its stockholders or executives, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ or Purchaser, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to the agreements and may be subject to qualifications and limitations agreed upon by the parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and described in the following summary, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and to reports and documents filed with the SEC, and in some cases were qualified by disclosures set forth in a confidential disclosure letter that was provided by Momenta to ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and Purchaser but is not filed with the SEC as part of the Merger Agreement. Investors and stockholders are not third party beneficiaries under the Merger Agreement. Accordingly, investors an...

The Transaction Agreements