Combination Agreements Sample Clauses

Combination Agreements. The Combination Agreements shall be in full force and effect and none of the parties thereto shall be in default thereunder. The Representatives shall have received assurances reasonably satisfactory to it that all documents required to be filed in the respective states in order to effectuate the consummation of each Combination shall have been approved for filing by the appropriate authorities in each state and that all of such Combination documents shall be filed substantially concurrently with the consummation of the transactions pursuant to this Agreement.
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Combination Agreements. The Company has entered into the ---------------------- Combination Agreements, filed as Exhibits 10.1 and 10.2 to the Registration Statement, pursuant to which the Company will acquire in separate transactions all of the capital stock and ownership interests in Xxxxxxx and Xxxxxx. Each of the Combination Agreements has been duly and validly authorized, executed and delivered by the Company, and is valid and binding on the Company and is enforceable against the Company in accordance with its terms and the Company is not in default in any respect thereunder. A complete and correct copy of each Combination Agreement (including exhibits and schedules) has been delivered to the Lead Managers and, except with the Lead Managers' prior written approval, no material changes therein will be made subsequent hereto and prior to the Closing Time. The representations and warranties made in each Combination Agreement by the Company and by each of Xxxxxxx and Xxxxxx, respectively, and/or each of their respective stockholders are true and correct in all material respects to the extent set forth in Section 8.2(b) of each of the Combination Agreements, except for such changes contemplated by such Combination Agreement.
Sample 1
Combination Agreements. 20 Lock-Up Agreement from Certain Stockholders of the Company.................................................................. 20
Sample 1
Combination Agreements. Borrowers have heretofore delivered to Administrative Agent and the Lenders true and correct copies of the Combination Agreements and the Combination Agreements have not been amended or modified in any material respect and no material condition to the effectiveness thereof or the obligations of Borrowers or the relevant sellers thereunder have been waived (except minimum EBITDA for certain sellers required by their Combination Agreements that have been disclosed to the Administrative Agent in writing and are being waived by Borrowers in connection with the closing of the Combination Agreements). Each Borrower has all necessary right, power, and authority to consummate the transactions contemplated by the Combination Agreements to which it is a party to and to perform all of its obligations thereunder. The Combination Agreements have been duly authorized, executed, and delivered by the relevant Borrowers. The Combination Agreements constitutes the valid and binding obligation of the relevant Borrower party thereto enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and the Combination Agreements do not, nor does the observance or performance by Borrowers of any of the matters and things therein provided for (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order, or decree binding upon such Person or any provision of the charter, articles of incorporation, or by-laws, of such Person, as applicable, (b) contravene or constitute a default under any covenant, indenture, or agreement of or affecting such Person or any of its Property where such contravention or default would reasonably be expected to have a material adverse effect on the financial condition, Property, business, or operations of such Person, or (c) result in the creation or imposition of any Lien on any such Person’s Property (other than Liens in favor of Administrative Agent granted pursuant to the Collateral Documents). No authorization, consent, license, or exemption from, or filing or registration with, any court or governmental department, agency, or instrumentality, nor any approval or consent of any other Person, is or will be necessary to...
Sample 1
Combination Agreements. The Company has entered into the agreements (the "Combination Agreements"), set forth as Exhibits 2.1, 2.2, 2.3, 2.4 and 2.5 to the Registration Statement, pursuant to which the Company will acquire in separate Combinations all of the common stock and ownership interests of the Founding Companies. Each of the Combination Agreements is in full force and effect, has been duly and validly authorized, executed and delivered by the parties thereto, and is valid and binding on the parties thereto in accordance with its terms and none of the parties thereto is in default in any respect thereunder. A complete and correct copy of each Combination Agreement (including exhibits and schedules) has been delivered to the Representatives and no changes therein will be made subsequent hereto and prior to the Closing Date.
Sample 1
Combination Agreements. The Company has entered into the agreements (the "Combination Agreements"), filed as Exhibits _________ to the Registration Statement, pursuant to which the Company will acquire in separate Combinations all of the capital stock and ownership interests of the Founding Companies. Each of the Combination Agreements is in full force and effect, has been duly and validly authorized, executed and delivered by the parties thereto, and is valid and binding on the parties thereto in accordance with its terms and none of the parties thereto is in default in any respect thereunder. A complete and correct copy of each Combination Agreement (including exhibits and schedules) has been delivered to the Representatives and no changes therein will be made subsequent hereto and prior to the Closing Date.
Sample 1
Combination Agreements. The Company has entered into the agreements (the "Combination Agreements"), set forth as Exhibits 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 2.13 and 2.14 to the Registration Statement, pursuant to which the Company will acquire in separate transactions all of the common stock and ownership interests of the Founding Companies. Each of the Combination Agreements is in full force and effect, has been duly and validly authorized, executed and delivered by the parties thereto, and is valid and binding on the parties thereto in accordance with its terms and none of the parties thereto is in default in any respect thereunder. A complete and correct copy of each Combination Agreement (including exhibits and schedules) has been delivered to the Representatives and no changes therein will be made subsequent hereto and prior to the Closing Date.
Sample 1
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Related to Combination Agreements

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Support Agreements (a) At any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6, 2021, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

  • Voting Agreements Stockholder, solely in its capacity as a stockholder of Parent, agrees that, during the term of this Parent Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Parent Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Parent Stockholders related to the Transactions (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares in favor of all Parent Proposals, including approval of the Merger Agreement and the Transactions; and (c) vote or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent to be granted with respect to) all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Parent Support Agreement.

  • Stock Splits and Combinations If the Company shall at any time subdivide or combine its outstanding shares of Common Stock, this Warrant shall, after that subdivision or combination, evidence the right to purchase the number of shares of Common Stock that would have been issuable as a result of that change with respect to the shares of Common Stock which were purchasable under this Warrant immediately before that subdivision or combination. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Warrant Exercise Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Warrant Exercise Price then in effect immediately before that combination shall be proportionately increased. Any adjustment under this section shall become effective at the close of business on the date the subdivision or combination becomes effective.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Splits and Combinations (a) Subject to Section 5.9(d), Section 6.6 and Section 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period) are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of this Section 5.9(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

  • Noncompetition Agreements Purchaser shall have executed and delivered to each Seller a Noncompetition Agreement substantially in the form attached hereto as Schedule 6.5(a).

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

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