Exceptions to the Standstill Obligation Sample Clauses

Exceptions to the Standstill Obligation. It is expressly understood and agreed that (a) in the event that an unrelated third party, without consent of the Amsdells, initiates a tender offer, proxy contest, merger, consolidation, or other business combination with USI, whether or not this third-party action was initiated at the request or direction of USI management or the Board of Trustees, the Amsdells shall have the same rights as any other shareholder notwithstanding the provisions of Sections 1.1(a) through (g) including but not limited to the rights to vote or tender their shares and to provide USI with a competing offer; and (ii) nothing in the provisions of Sections 1.1 (a) through (g) shall prohibit or limit the Amsdells right to seek approval of the independent trustees regarding, and to engage in discussions with the independent trustees regarding such approval of, any matter that would otherwise be prohibited by the provisions of Sections 1.1(a) through (g).
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Related to Exceptions to the Standstill Obligation

  • Conditions to the Obligations of the Seller The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by the Seller:

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Conditions to Obligation of the Seller The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Conditions to Obligation of the Sellers The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Conditions to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to the Obligations of the Buyer The obligation of the Buyer to consummate this Agreement and the transactions contemplated hereby is subject to the fulfillment, prior to or at the Closing, of all of the following conditions precedent and the delivery of the following documents:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

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