Liquidation Agreement definition
Examples of Liquidation Agreement in a sentence
The Liquidation Agreement shall provide for the Pepco Shares to be sold by Pepco to the counterparty bank or banks as a block trade of the Pepco Shares, with the objective of maximizing the net proceeds received by Pepco from the liquidation of the Pepco Shares.
As soon as reasonably possible after receiving the First Distribution, Pepco shall obtain competitive bids from the banks that found the form of Liquidation Agreement acceptable, select the bank or banks with whom it will enter into the Liquidation Agreement on the basis of the competitive bids, enter into the Liquidation Agreement and liquidate the First Distribution pursuant to the Liquidation Agreement.
Each of the undersigned elects that the consummation of the transactions contemplated by the Merger and Contribution Agreement and the other agreements contemplated by the Merger and Contribution Agreement, including but not limited to the Liquidation Agreement, will not be deemed a liquidation for purposes of Sections 3.1 and 3.2 of the Statement with Respect to Shares filed by Zynaxis in the Department of State of the Commonwealth of Pennsylvania on April 6, 1995.
A failure of any Member to this Liquidation Agreement to enforce the Liquidation Agreement upon a breach or default shall not waive any other breach or default.
Each Member has freely and voluntarily read and executed this Liquidation Agreement.
The Members agree that this Liquidation Agreement may be executed and delivered by facsimile and that any such facsimile signature shall be effective and binding on the Member so signing.
To the fullest extent legally possible, this Liquidation Agreement and the covenants, terms and conditions contained herein shall apply to, be binding upon and inure to the sole benefit of each Member; no other person, corporation, partnership or other entity shall have any rights hereunder as a third party beneficiary or otherwise, except to the extent specifically provided for herein.
The Members have inserted the recitals and section titles in this Liquidation Agreement only as a matter of convenience and for reference, and the recitals and section titles in no way define, limit, extend or describe the scope of this Liquidation Agreement or the intent of the Members in including any particular provision in this Liquidation Agreement.
This Liquidation Agreement shall be binding upon, and inure for the benefit of, each Member and its respective successors and assigns.
Except pursuant to this Agreement, the Merger Agreement, the Stockholder Support Agreement, the Registration Rights Agreement and the Liquidation Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Voting Party is a party relating to the pledge, acquisition, disposition, Transfer or voting of Voting Shares and there are no voting trusts or voting agreements with respect to the Voting Shares.