Bexil definition

Bexil has the meaning set forth in the third recital to this Agreement.
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Examples of Bexil in a sentence

  • Prior to the Closing, neither Parent nor Buyer shall have any assets or liabilities, except (i) pursuant to this Agreement, the Ancillary Agreements, the Bexil Purchase Agreement, the Commitment Letters and any definitive agreements entered into in relation to the Commitment Letters or the financing of the Transactions by the Buyer Parties and (ii) with respect to Parent, as may be related to the ownership by Parent of all of the issued and outstanding Equity Securities of Buyer.

  • Buyer Parties have entered into binding commitments from debt and equity financing sources that, if funded, would be sufficient for the payment of the Purchase Price and the amount payable to Bexil under the Bexil Purchase Agreement.

  • Buyer Parties agree not to increase the aggregate consideration for the Bexil Shares to be sold to Buyer Parties in the Bexil Sale from that set forth in the Bexil Purchase Agreement delivered to Seller on the date of this Agreement unless Buyer Parties shall agree to increase the Purchase Price payable hereunder proportionately with any such increase in the aggregate consideration for the Bexil Shares.

  • The Bexil Sale and the other transactions contemplated by the Bexil Purchase Agreement shall have been consummated.

  • Each Buyer Party was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and the Bexil Purchase Agreement, has engaged in no other business activities and has conducted its operations only as contemplated in this Agreement and the Bexil Purchase Agreement.

  • In addition, Buyer Parties shall pay one half of the aggregate of any HSR Act filing fees paid with respect to the transactions contemplated hereby and by the Bexil Purchase Agreement.

  • In addition, Seller shall pay one quarter of the aggregate of any HSR Act filing fees paid with respect to the transactions contemplated hereby and by the Bexil Purchase Agreement.

  • The Required Vote is the only vote of any class or series of stock or other Equity Securities of the Seller that is necessary to approve the Bexil Sale and this Agreement.

  • The Special Committee of the Board of Directors has received the written opinion of a financial advisor (the "Seller Financial Advisor"),, such written opinion is to the effect that the consideration to be received by the Seller in the Bexil Sale is fair from a financial point of view to the Seller and its stockholders, and the Seller has delivered to Buyer Parties a true and complete copy of such opinion.

  • Upon the terms and subject to the conditions contained herein, as consideration for the acquisition of all of the Bexil Shares, Buyer Parties shall pay to the Seller an amount in cash equal to $38,864,121 less the aggregate amount of Stockholder Distributions received by the Seller after the date hereof (the "Purchase Price").

Related to Bexil

  • TELRIC means Total Element Long-Run Incremental Cost.

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  • Diocese means the Church of England diocese in which the Academies are situated;

  • Marihuana means that term as defined in section 7106 of the public health code, 1978 PA 368, MCL 333.7106.

  • Air freshener means any consumer product including, but not limited to, sprays, wicks, powders, and crystals, designed for the purpose of masking odors or freshening, cleaning, scenting, or deodorizing the air. Air fresheners do not include products that are used on the human body, products that function primarily as cleaning products, disinfectant products claiming to deodorize by killing germs on surfaces, or institutional or industrial disinfectants when offered for sale solely through institutional and industrial channels of distribution. Air fresheners do include spray disinfectants and other products that are expressly represented for use as air fresheners, except institutional and industrial disinfectants when offered for sale through institutional and industrial channels of distribution. To determine whether a product is an air freshener, all verbal and visual representations regarding product use on the label or packaging and in the product's literature and advertising may be considered. The presence of, and representations about, a product's fragrance and ability to deodorize (resulting from surface application) shall not constitute a claim of air freshening.