Andal definition
Examples of Andal in a sentence
Andal shall use its Best Efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to Andal Shareholders and thereafter to convene and hold the Andal Shareholders Meeting for the purpose of approving the sale of the Company pursuant to the Merger at the earliest practicable date.
Andal agrees to provide Parent for its review and comment a copy of any and all other Tax Returns for 64 or including any Acquired Company for which it has responsibility for preparation pursuant to the preceding paragraph at least ten (10) Business Days prior to filing with the applicable Government Body.
Since the date of the Balance Sheet, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of any Acquired Company, and, to the Knowledge of Andal and the Acquired Companies, no event has occurred or circumstance exists that is reasonably likely to result in such a material adverse change.
To the Knowledge of Andal and the Acquired Companies, no director, officer, or other key employee of any Acquired Company intends to terminate his employment with such Acquired Company.
Andal owns of record and beneficially all of the Shares set forth in Part 3.1 of the Disclosure Letter identified as being owned by it, free and clear of all Encumbrances, except as set forth in Part 3.3 of the Disclosure Letter, and has the unrestricted right to vote such Shares.
Parent and Acquisition agree to cooperate with all reasonable requests of Andal in complying with ISRA, including providing information reasonably requested by NJDEP, provided that all costs and expenses associated with or in any way relating to or arising from compliance with ISRA shall be borne solely by the Company Shareholders.
To the Knowledge of Andal and the Acquired Companies, none of such property has been designated as a landmark.
Andal and the Company, and Parent and Acquisition will consult with each other concerning the means by which the Acquired Companies' employees, customers, and suppliers and others having dealings with the Acquired Companies will be informed of the Contemplated Transactions, and Parent will have the right to be present for any such communication.
Neither Andal or the Company, on the one hand, nor Parent or Acquisition on the other may assign any of its rights under this Agreement without the prior consent of the other, except that Parent and Acquisition shall be entitled to assign this Agreement to any Affiliate of Parent, provided that such assigning party shall remain liable for all of its liabilities and obligations hereunder.
Any failure to make such payments shall constitute a breach of this Agreement by Andal and the other Company Shareholders.