AGREEMENTS RESPECTING THE IPO Sample Clauses

AGREEMENTS RESPECTING THE IPO. Each of the Company and the Selling Stockholders acknowledges and agrees that: (a) no firm commitment, binding agreement, or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or will occur at all; (b) neither IDG nor any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders, or any of their respective Affiliates or associates for any failure of (i) the Registration Statement to become effective (provided, however, that IDG will use its reasonable best efforts to cause the Registration Statement to become effective prior to October 31, 1997) or (ii) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (c) the decision of the Selling Stockholders to enter into this Acquisition Agreement, or to vote in favor of or consent to the Merger, as the case may be, has been made independent of, and without reliance on, any statements, opinions, or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to IDG or the IPO.
Sample 1
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Related to AGREEMENTS RESPECTING THE IPO

  • Rights of Others Affecting the Transactions There are no preemptive rights of any stockholder of the Company, as such, to acquire the Securities. No other party has a currently exercisable right of first refusal which would be applicable to any or all of the transactions contemplated by the Transaction Documents.

  • Certain Matters Affecting the Agent (a) The Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate or assignment and assumption agreement delivered to the Agent pursuant to Section 14 and Section 15;

  • Certain Obligations Respecting Subsidiaries Further Assurances (a) Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that any Obligor or any of its Domestic Subsidiaries shall form or acquire any new Subsidiary, such Obligor will (or will cause such Subsidiary to) no later than within 60 days of such formation or acquisition:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Certain Matters Affecting the Trustees Except as otherwise provided in Section 8.01:

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • Concerning the Collateral and the Related Financing Agreements Each Lender authorizes and directs Agent to enter into this Agreement and the other Financing Agreements. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the terms of this Agreement or the other Financing Agreements and the exercise by Agent or Required Lenders of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

  • Without limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

  • Certain Matters Affecting the Indenture Trustee For all purposes of this Servicing Agreement, in the performance of any of its duties or in the exercise of any of its powers hereunder, the Indenture Trustee shall be subject to and entitled to the benefits of Article VI of the Indenture.

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