Action by the Buyer Sample Clauses

Action by the Buyer. From the date hereof until the Closing, the Buyer will use commercially reasonable efforts, and the Seller will reasonably cooperate with the Buyer, to secure all Consents, from third parties as shall be required, on behalf of the Buyer, in order to enable the Buyer to effect the transactions contemplated hereby and by the Supply Agreement, the Note, the Security Agreement and the Press Note, and the Buyer will otherwise use its commercially reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof and thereof. The Buyer will use best efforts to satisfy the conditions of the borrowing set forth in the Commitment Letters or, if such conditions are not satisfied and such borrowing does not occur, to obtain, as promptly as practicable, alternative financing upon substantially similar terms.
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Action by the Buyer. The Buyer, acting through its Board of Directors, shall, in accordance with the California General Corporation Law and the Securities Exchange Act: (i) as soon as practicable, duly call, give notice of, convene and hold the Special Buyer Meeting for the purpose of adopting and approving this Agreement, the Merger Agreement and the Merger; (ii) include in the Definitive Buyer Proxy Materials the conclusion and recommendation of the Board of Directors to the effect that the Board of Directors, having determined that this Agreement, the Merger Agreement and the Merger are in the best interests of the Buyer and its stockholders, has approved this Agreement, the Merger Agreement and the Merger and recommends that the stockholders of the Buyer vote in favor of the approval and adoption of this Agreement, the Merger Agreement and the Merger; (iii) use its reasonable best efforts to obtain the necessary approval and adoption of this Agreement, the Merger Agreement and the Merger by the stockholders of the Buyer; and (iv) as sole stockholder of the Transitory Subsidiary, shall adopt and approve this Agreement, the Merger Agreement and the Merger.
Sample 1
Action by the Buyer. From the date hereof until the Closing, the Buyer will use commercially reasonable efforts, and the Seller will cooperate with the Buyer, to secure all Consents, from third parties as shall be required, on behalf of the Buyer, in order to enable the Buyer to effect the transactions contemplated hereby and by the Ancillary Documents, and the Buyer will otherwise use commercially reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof and thereof.
Sample 1
Action by the Buyer. Subject to the terms and conditions herein contained, on the Closing Date, the Buyer shall deliver to the Company (in addition to the documents and instruments to be delivered by it pursuant to Articles 3 and 9 hereof):
Sample 1
Action by the Buyer. At the Closing the Buyer will (i) pay the Purchase Price as provided in Section 2.2 and (ii) deliver to the Selling Parties such instruments of assumption to evidence the assumption by the Buyer pursuant to Section 3.1(b) of the Assumed Contracts.
Sample 1

Related to Action by the Buyer

  • Action by the Company The Company shall act only by or under the authority of its Member.

  • Termination by the Purchaser This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.

  • Confirmation by the Company The Company must provide written confirmation to the Underwriter that the Underwriter’s instructions to restrict or prohibit trading have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.

  • Termination by the Bank The Bank may terminate the employment of the Executive as follows:

  • Action by the Partners A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners. The notice shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven days nor more than 30 days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of the Limited Partners or of the Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.1.

  • Termination by the Company Subject to Section 13(f) hereof, the Company shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement.

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Termination by the Company for Cause The Executive’s employment under this Agreement may be terminated by the Company for Cause at any time upon written notice to the Executive without further liability on the part of the Company. For purposes of this Agreement, a termination shall be for Cause if:

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