Elf definition
Examples of Elf in a sentence
This Agreement has been duly executed and delivered by Elf and constitutes a valid and binding agreement of Elf, enforceable against it in accordance with its terms.
Neither Elf nor any of its ERISA Affiliates has contributed to a nonconforming group health plan (as defined in Section 5000(c)) and neither Elf nor any ERISA Affiliate of Elf has incurred a tax under Section 5000(a) that is or could become a liability of Elf.
No Elf Intellectual Property Right is subject to any outstanding judgment, injunction, order, decree or agreement restricting the use thereof by Elf or any of its Subsidiaries or restricting the licensing thereof by Elf or any of its Subsidiaries to any Person, except for any judgment, injunction, order, decree or agreement which would not have, individually or in the aggregate, a Material Adverse Effect on Elf.
TULIP understands and acknowledges that Parent is entering into the TULIP Merger Agreement and the Elf Merger Agreement in reliance upon TULIP's execution, delivery and performance of this Agreement.
Such approval will be sought so that such consent shall be obtained and shall be effective on the 21st day after the date the Elf Information Statement is first sent or given to the Elf stockholders.
Elf shall provide Parent, TULIP and their respective counsel with sufficient opportunity to comment upon the form and substance of the Elf Information Statement (including any amendments or supplements thereto) prior to filing such with the SEC and Elf shall use its reasonable best efforts to incorporate Parent's and TULIP's reasonable comments into the Elf Information Statement (including any amendments or supplements thereto).
From the date hereof until the Effective Time, Elf and its Subsidiaries shall conduct their business and operate their properties in the ordinary course consistent with past practices and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees.
Elf will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal and request the return of all confidential information regarding Elf provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise.
In lieu of calling a meeting of Elf's stockholders, Elf will seek approval and adoption of this Agreement and the Merger by written consent of TULIP.
At the time the Elf Information Statement or any amendment or supplement thereto is first mailed to the Elf stockholders, the Elf Information Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.