Execution of Definitive Agreement. The City shall have no legal obligation to grant any approvals or authorizations for the Project prior to City Council approval of the Project and related agreements following compliance with CEQA and all other applicable requirements of law.
Execution of Definitive Agreement. Each of the parties hereto ------------------------------------ intend upon the exercise of the Option Agreement by Rick's that they will enter into a Definitive Agreement which will provide for the purchase of all of the outstanding membership interests of Top Shelf not later than twenty-one (21) days from the date of execution of the Definitive Agreement. Each party shall be responsible for their own expenses, including all legal and accounting fees with respect to the transactions contemplated hereby and contemplated by the execution of the Definitive Agreement upon the exercise of this Option Agreement.
Execution of Definitive Agreement. If the Parties successfully negotiate an agreement for the development of the Site, City staff shall recommend approval of the agreement to the City Council. The City shall have no legal obligation to grant any approvals or authorizations for the Project prior to City Council approval of the Project and related agreements following compliance with CEQA and all other applicable requirements of law. The Parties agree that the definitive agreement will include the following provisions:
Execution of Definitive Agreement. In the event the Company executes a definitive agreement (the “Definitive Agreement”) pursuant to which (i) the Company, directly or indirectly, in one or more related transactions agrees to effect any merger or consolidation of the Company with or into another Person (excluding a merger effected solely to change the Company’s name or domiciliation), (ii) the Company (or any Subsidiary), directly or indirectly, agrees to effect any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person) will be effected pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 50% of the outstanding Common Stock or more than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions agrees to consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock or more than 50% of the voting power of the common equity of the Company, in each of cases (i) through (v), other than a combination (including by way of a reverse stock split) of the Company’s outstanding shares of capital stock into a smaller number of shares, the Company shall notify the Warrant Holder of such Definitive Agreement in writing (the “Notice”) on the date such Definitive Agreement is executed by the Company (the “Execution Date”). Within one (1) Business Day of the Warrant Holder’s receipt of the Notice, the Warrant Holder shall provide to the Company a written certification, in the form attached hereto as Exhibit A, certifying as to the number of shares of Common Stock issuable upon exercise ...
Execution of Definitive Agreement. In the event the Definitive Agreement is not executed on or before January 31, 2007, this letter will terminate and shall be of no further force or effect except for paragraph 4 (Confidentiality) and paragraph 8 (Expenses). We look forward to receiving the acknowledgements at your earliest convenience. Very truly yours, MobileMail (US) Inc. Per: /s/ Xxxx Xxxxx ________________________________________ Xxxx Xxxxx, President and Chief Executive Officer The amendment to Section 10 of the Letter of Intent between Mobilemail (US) Inc., Oy Tracebit AB. and Tracebit Holding Oy is hereby accepted and agreed to this 27th day of December, 2006: Oy Tracebit AB a Finnish corporation by its authorized signatory: /s/ Xxxxx Xxxxx _____________________________ Signature of Authorized Signatory Xxxxx Xxxxx, Chairman of the Board _____________________________ Name and Position of Authorized Signatory The amendment to Section 10 of the Letter of Intent between Mobilemail (US) Inc., Oy Tracebit AB. and Tracebit Holding Oy is hereby accepted and agreed to this 27th day of December, 2006: Tracebit Holding Oy a Finnish corporation by its authorized signatory: /s/ Xxxxx Xxxxx _____________________________ Signature of Authorized Signatory
Execution of Definitive Agreement. In this Agreement will remain in force until the execution of the Definitive Agreement which will be subject to a right of termination in the event that the conditions precedent set forth in this Letter Agreement and the Definitive Agreement are not settled or waived by both parties on or before July 31, 2007.
Execution of Definitive Agreement. The parties shall negotiate in good faith and use commercially reasonable efforts to enter into, execute and deliver a definitive agreement at closing. EXHIBIT D TRANSITION PROCESSING SERVICES AGREEMENT SUMMARY OF KEY TERMS •Parties. Barrick Goldstrike Mines Inc. (“Goldstrike”) and KG Mining (Bald Mountain) Inc. (“Kinross”).
