Approval; Final Agreement Sample Clauses

Approval; Final Agreement. (a) The provisions of this Section 5 contain all of the principal and essential terms and conditions of the Warrants granted to AOL hereunder, and without limiting the foregoing, within thirty (30) days of the execution hereof (the "Cutoff Date"), MP shall convene a meeting of its shareholders and shall use its best efforts to authorize the grant of Warrants made to AOL hereunder and upon receipt of the requisite approvals, MP shall issue the Warrants granted hereunder and will enter into a Common Stock Warrant Purchase Agreement which will document the grant of Warrants hereby made by MP to AOL.
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Approval; Final Agreement. Upon execution of this Agreement, Issuer shall issue the Warrant and will enter into an Amended and Restated Stock Subscription Warrant on the form attached hereto as Exhibit H-1 (the "Common Stock Warrant Agreement"), which will document the grant of the Warrant hereby made to AOL. On November 13, 1998, Issuer shall issue the Additional Warrant and the HA Warrant granted hereunder and will enter into (i) a Stock Subscription Warrant on the form attached hereto as Exhibit H-2 (the "HA Warrant Agreement"), which will document the grant of the HA Warrant hereby made to AOL, and (ii) a Stock Subscription Warrant on the form attached hereto as Exhibit H-3 (the "Additional Warrant Agreement"), which will document the grant of the Additional Warrant hereby made to AOL. Upon exercise by MP of its right to renew this Agreement pursuant to Section 5.2.1, Issuer shall issue the Renewal Term Performance Warrant and shall enter into a Stock Subscription Renewal Performance Warrant on the form attached hereto as Exhibit H-4 (the "Renewal Term Performance Warrant Agreement"). Issuer hereby acknowledges and agrees that, in the event of a breach of the provisions of this Section 6, AOL would be irreparably harmed and it would be impossible for AOL to determine the amount of damages that would result from such breach, and that accordingly, any remedy at law for any such breach or threatened breach thereof, would be inadequate. Accordingly, Issuer agrees that the provisions of this Section 6 may be specifically enforced through equitable and injunctive relief in addition to any other applicable rights or remedies AOL may have, from any court of competent jurisdiction. Issuer hereby waives the claim or defense that a remedy at law would be adequate in respect to this provision, and agrees to have this Section 6 specifically enforced against Issuer without the necessity of posting bond or other security, and consents to the entry of injunctive relief enjoining or restraining any breach or threatened breach of this Section 6. In addition, without limiting any other remedy available hereunder, in the event Issuer has not issued the Renewal Term Performance Warrant and executed and delivered the Renewal Term Performance Warrant Agreement by not later than ninety (90) days prior to the commencement of the Renewal Term (if MP has exercised its right to renew this Agreement pursuant to Section 5.2.1), then AOL may, at its option, terminate this Agreement upon the expiration of the ...
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Related to Approval; Final Agreement

  • Complete and Final Agreement This Guaranty and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. There are no unwritten oral agreements between the parties. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Guaranty and the other Loan Documents. Guarantor acknowledges that Guarantor has received a copy of the Note and all other Loan Documents. Neither this Guaranty nor any of its provisions may be waived, modified, amended, discharged, or terminated except by a writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in that writing.

  • Amendments to the Original Agreement Subject to the terms and conditions of this Amendment, the Original Agreement is hereby amended and supplemented as follows:

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • of the Original Agreement Section 1.2 of the Original Agreement shall be amended and restated as follows:

  • Final Agreement of the Parties THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

  • Additional Agreement For the avoidance of doubt, this Section 9 shall be in addition to and shall not supersede (or be superseded by) any other agreements related to the subject matter of this Section 9 contained in any confidentiality agreement, noncompetition agreement or any other agreement between the Grantee and the Company.

  • Amendments to Original Agreement The Original Agreement is hereby amended as follows:

  • WAIVER OF JURY TRIAL; FINAL AGREEMENT TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE GUARANTOR WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON OR ARISING OUT OF THIS GUARANTEE. THIS GUARANTEE REPRESENTS THE FINAL AGREEMENT BETWEEN THE GUARANTOR AND THE TRUST AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS AMONG SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG SUCH PARTIES. PRINCIPAL FINANCIAL GROUP, INC. By: /s/ Exxxxxxxx X. Xxxxxxx Name: Exxxxxxxx X. Xxxxxxx Title: Counsel

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Certain Additional Agreements If any Registration Statement or comparable statement under state blue sky laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such Holder.

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