Changes to Form Agreements Sample Clauses
Changes to Form Agreements. Owner agrees and confirms that the terms of the OP Units and Common Stock and the Consent Solicitation are not final and may be modified depending on the prevailing market conditions at the time of the IPO. By executing this Agreement, Owner hereby authorizes the Company or the Operating Partnership to, and understands and agrees that the Company or the Operating Partnership may make changes (including changes that may be deemed material) to the Consent Solicitation, and Owner agrees to receive OP Units, shares of Common Stock and/or cash, as the case may be, with such final terms and conditions as the Operating Partnership and the Company shall determine, provided that such changes do not affect Owner in a manner materially different from the Contributing Entities. In addition, Owner acknowledges that (a) it understands that the information presented in the Consent Solicitation and the attachments thereto will be preliminary and is subject to change (particularly management’s discussion and analysis of financial condition and results of operation, the financial statements and footnotes thereto, the preliminary pro forma financial statements and footnotes thereto, the property information, the IPO Price and the assumed range of shares estimated to be offered in the IPO) in connection with the completion of the audit, the review and comments of the SEC and the investor feedback received during the course of the IPO, (b) the Consolidation Transactions may be consummated even if less than all of the Contributing Entities and the Public Entities participate in the Consolidation Transactions, (c) except for Empire State Building Associates L.L.C. and Empire State Building Company L.L.C., the Consolidation Transaction is not conditioned on the participation of any Contributing Entity, (d) there is likely to be an extended period of time before the Consolidation Transaction is completed and the terms of the Consolidation Transaction as described in the Consent Solicitations, including the Values, may be significantly different than described in such documents existing as of the date hereof and (e) notwithstanding the foregoing differences, this Agreement will be binding.
Changes to Form Agreements. GI-Inc will provide United with no less than 30 days written notice in the event that GI-Inc modifies or discontinues the use of any of the Form Agreements.
Changes to Form Agreements. GILLC will provide US Airways with no less than 30 days written notice in the event that GILLC modifies or discontinues the use of any of the Form Agreements.
Changes to Form Agreements. The Exchanging Members agree and confirm that the terms of the OP Units and Common Stock described in the Confidential Offering Memorandum and the Exhibits thereto are not final and may be modified depending on the prevailing market conditions at the time of the IPO. By executing this Agreement such Exchanging Member hereby authorizes DLC OP and the Company to and understands and agrees that DLC OP and the Company may make changes (including changes that may be deemed material) to the Charter, the Company’s bylaws, the Registration Rights Agreement, the Representation, Warranty and Indemnity Agreement, the Tax Protection Agreement, the Lock-Up Agreement and the DLC OP Agreement, to the Confidential Offering Memorandum, and such Exchanging Member agrees to receive the Elected Securities or cash, as the case may be, with such final terms and conditions as the Company and DLC OP determine. In addition, the Exchanging Members acknowledge that they understand that the information presented in the Confidential Offering Memorandum is preliminary and is subject to change (particularly management’s discussion and analysis of financial condition and results of operation, the financial statements and footnotes thereto, the preliminary pro forma financial statements and footnotes thereto, the property information, the Assumed IPO Price, the Assumed Entity Valuations and the assumed range of shares estimated to be offered in the IPO) in connection with the completion of the audit, the review and comments of the SEC and the investor feedback received during the course of the IPO.
Changes to Form Agreements. The Contributor agrees and confirms that the terms of the OP Units described in the Registration Statement and the Exhibits thereto are not final and may be modified without the Contributor’s consent. By executing this Agreement the Contributor hereby authorizes the Operating Partnership and the REIT to, and understands and agrees that the Operating Partnership and the REIT may, make changes (including changes that may be deemed material) to the Operating Partnership Agreement, the Registration Rights Agreement, and the Assignment and Assumption and the Contributor agrees to receive the OP Units with such final terms and conditions as the Operating Partnership and/or the REIT determines, in their reasonable discretion.
Changes to Form Agreements. GILLC will provide United with no less than 30 days written notice in the event that GILLC modifies or discontinues the use of any of the Form Agreements.
Changes to Form Agreements