Acquiror Ancillary Agreements definition

Acquiror Ancillary Agreements means, collectively, each certificate to be delivered on behalf of Acquiror by an officer or officers of Acquiror at the Closing and each agreement or document (other than this Agreement) that Acquiror is to enter into as a party thereto pursuant to this Agreement.
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Acquiror Ancillary Agreements means, collectively, each certificate to be delivered on behalf of Acquiror by an officer or officers of Acquiror at the Closing pursuant to Article 8 and each agreement or document (other than this Agreement) that Acquiror is to enter into as a party thereto pursuant to this Agreement.
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Acquiror Ancillary Agreements has the meaning specified in Section 5.2(b).
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Examples of Acquiror Ancillary Agreements in a sentence

  • The execution, delivery and performance by Acquiror of this Agreement, each of the Acquiror Ancillary Agreements and all other agreements, transactions and actions contemplated hereby or thereby have been duly and validly approved and authorized by all necessary corporate action on the part of Acquiror.

  • Acquiror has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Acquiror Ancillary Agreements and to consummate the Merger.

  • This Agreement, the exhibits and schedules hereto, the Company Ancillary Agreements, the Acquiror Ancillary Agreements and the Merger Sub Ancillary Agreements constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto other than the Mutual NDA.

  • On the Closing Date, the Acquiror Ancillary Agreements will have been duly executed and delivered by Acquiror.

  • Acquiror is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not individually or in the aggregate be material to Acquiror’s ability to consummate the Stock Purchase or to perform its obligations under this Agreement and the Acquiror Ancillary Agreements.

  • Acquiror has all requisite power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Acquiror Ancillary Agreements and to consummate the Stock Purchase.

  • This Agreement, the Exhibits and Schedules hereto, including the Company Disclosure Letter, the Company Ancillary Agreements, the Acquiror Ancillary Agreements and the Seller Ancillary Agreements constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto other than the NDA.

  • This Agreement and each of the Acquiror Ancillary Agreements are, or when executed by Acquiror shall be, valid and binding obligations of Acquiror, enforceable against Acquiror in accordance with their respective terms, subject to the effect of the Equitable Exceptions.

  • Acquiror shall have performed and complied in all material respects with all of its covenants contained in this Agreement and the Acquiror Ancillary Agreements on or before the Closing (to the extent that such covenants require performance by Acquiror on or before the Closing), and at the Closing the Company shall have received a certificate to such effect executed by an officer of Acquiror.

  • In addition, in the event that the California Commissioner refuses to issue the Permit unless the parties hereto agree to make certain changes to the terms of this Agreement or any of the Company Ancillary Agreements or Acquiror Ancillary Agreements, the parties will work together in good faith to determine the feasibility of agreeing to such changes so as to satisfy the California Commissioner’s requirements for issuance of the Permit.


More Definitions of Acquiror Ancillary Agreements

Acquiror Ancillary Agreements means, collectively, the following certificates to be delivered on behalf of Acquiror by an officer or officers of Acquiror at the Closing pursuant to Article 9 and the following agreements (other than this Agreement) that Acquiror is to enter into as a party thereto pursuant to this Agreement: Certificate of Merger, Bridge Note(s), Escrow Agreement, Company Shareholder Release, Retention Plan Participant Release, Employment Offer Letters, Employment and Confidentiality Agreements and Stockholder Agreements.
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Acquiror Ancillary Agreements means all agreements and documents to which Acquiror is or will be a party that are required to be executed pursuant to this Agreement.
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Acquiror Ancillary Agreements means, collectively, each certificate to be delivered on behalf of Acquiror by an officer or officers of Acquiror at the Closing and each agreement or document (other than this Agreement) that Acquiror is to enter into as a party thereto pursuant to this Agreement. “Acquiror Indemnified Person” and “Acquiror Indemnified Persons” has the meaning set forth in Section 12.2. “Acquiror Plan” has the meaning set forth in Section 7.3(b). “Acquiror Welfare Plans” has the meaning set forth in Section 7.3(c). “Acquisition Proposal” means with respect to the Company, any Contract, offer, proposal or bona fide indication of interest (other than this Agreement or any other offer, proposal or indication of interest by Acquiror), or any public announcement of intention to enter into any such agreement or of (or intention to make) any offer, proposal or bona fide indication of interest, relating to, or involving: (A) any acquisition or purchase from the Company, Seller Guarantor or any Seller, by any Person or Group of any sale of the Company Stock or any other Equity Interests of the Company, or any merger, consolidation, business combination or similar transaction involving the Company; (B) any sale, lease, mortgage, pledge, exchange, transfer, license (other than in the ordinary course of business) or disposition of the assets of the Company in any single transaction or series of related transactions (other than sales of assets in the ordinary course of business); (C) any liquidation or dissolution of the Company, or any extraordinary dividend or distribution, whether of cash or other property; or (D) any other transaction that does or would reasonably be expected to impede or otherwise delay the Stock Purchase. “Action” means any action, suit, litigation, arbitration, mediation, proceeding, prosecution, investigation, hearing, audit, examination or subpoena commenced, brought, conducted or heard by or before any court, arbitrator, mediator or other Governmental Authority or tribunal. “Actual Adjustment” means (i) the Total Stock Purchase Consideration as finally determined pursuant to Section 2.4, minus (ii) the Estimated Total Stock Purchase Consideration. “Adjustment Escrow Amount” means $300,000. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the first Person, including a Subsidiary of the first Person, a Person of which the fi...
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Related to Acquiror Ancillary Agreements

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Company Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by the Company under this Agreement or in connection herewith.

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Seller Ancillary Documents means all agreements, instruments and documents being or to be executed and delivered by Seller or any of its Affiliates under this Agreement or in connection herewith.

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Ancillary Document has the meaning assigned to it in Section 9.06(b).

  • Seller Documents shall have the meaning set forth in Section 4.2.

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

  • Related Agreements shall have the meaning specified in the recitals to the Administration Agreement.

  • Transactional Agreements means:

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Seller Agreements means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, [the Insurance Agreement, the Indemnification Agreement] and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [Name of representative of underwriters] is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "Representative." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on _____________, 20__ as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Transaction Documents means this Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

  • Transfer Documents shall have the meaning set forth in Section 2.1(b).

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Other Transaction Documents means the Transaction Documents other than this Agreement.