Combination Agreements Sample Clauses

A Combination Agreements clause defines the terms and conditions under which two or more parties agree to merge, consolidate, or otherwise combine their businesses or assets. This clause typically outlines the structure of the combination, the process for integrating operations, and the allocation of rights and obligations among the parties involved. For example, it may specify how assets will be valued, how liabilities are shared, and the timeline for completing the combination. The core function of this clause is to provide a clear framework for executing a business combination, thereby reducing uncertainty and minimizing disputes during the integration process.
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 ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇. 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 ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, 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.
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Combination Agreements. 19 Lock-Up Agreement from Certain Stockholders of the Company..............................................20
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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...
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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.
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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.
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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.
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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 (A) During the Term (as defined below) at any meeting of stockholders of the Company or at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in the Company’s proxy card (the “Proxyholders”) granting the Proxyholders the power and authority to vote the number of Stockholder’s shares of Company Common Stock that is equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought. (B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition Proposal; and (ii) against any other proposal or action that could reasonably be expected to impede, interfere with, delay or postpone the Merger or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Charter or Company Bylaws).