Execution of the Exchange Agreement Sample Clauses

Execution of the Exchange Agreement. Notwithstanding anything herein to the contrary, the Underwriters and the Selling Stockholder agree and acknowledge that (a) GE, in its sole discretion, may decide not to execute the Exchange Agreement and not to transfer the Shares to the Selling Stockholder in accordance with the Exchange Agreement, and (b) subject to Section 13 hereof, neither the Company nor GE shall be liable to any Underwriter, the Selling Stockholder or any other person for any losses, claims, damages or liabilities that may result from GE’s decision not to execute the Exchange Agreement and not to transfer the Shares to the Underwriters in accordance with the Exchange Agreement. Very truly yours, GE HEALTHCARE TECHNOLOGIES INC. By: /s/ Xxxxxx X’Xxxx Name: Xxxxxx X’Xxxx Title: Treasurer [Signature Page to Underwriting Agreement] GENERAL ELECTRIC COMPANY By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory [Signature Page to Underwriting Agreement] XXXXXX XXXXXXX & CO. LLC, as Selling Stockholder By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director [Signature Page to Underwriting Agreement] Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC BofA Securities, Inc. By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director By: BofA Securities, Inc. By: /s/ Xxxxxxxx XxxXxxxxx Name: Xxxxxxxx XxxXxxxxx Title: Managing Director Acting on behalf of themselves and the several Underwriters named in Schedule I hereto SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC 2,640,685 BofA Securities, Inc. 2,640,685 Citigroup Global Markets Inc. 1,135,093 Evercore Group L.L.C 1,135,093 Xxxxxxx Xxxxx & Co. LLC 1,135,093 X.X. Xxxxxx Securities LLC 1,135,093 BNP Paribas Securities Corp. 363,230 Credit Agricole Securities (USA) Inc. 363,230 HSBC Securities (USA) Inc. 363,230 SMBC Nikko Securities America, Inc. 363,230 SG Americas Securities, LLC 363,230 Commerz Markets LLC 229,856 Rothschild & Co US Inc. 229,856 Santander US Capital Markets LLC 229,856 UniCredit Capital Markets LLC 229,856 CastleOak Securities, L.P 110,671 Loop Capital Markets LLC 110,671 Xxxxxxxx Financial Group, Inc. 110,671 Xxxxxx X. Xxxxxxx & Company, Inc. 110,671 Total: 13,000,000 SCHEDULE II Time of Sale Prospectus
Sample 1
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Execution of the Exchange Agreement. Holder has the full right, power, and authority to enter into and to perform this Exchange Agreement and all other agreements, certificates, and documents executed or delivered, or to be executed or delivered, by Holder in connection herewith. This Exchange Agreement has been duly authorized, executed, and delivered by Holder, and is the legal, valid, and binding obligation of Holder, enforceable in accordance with its terms.
Sample 1

Related to Execution of the Exchange Agreement

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities.

  • 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.

  • Consummation of Agreement Buyer shall use its reasonable efforts to satisfy all conditions to the Closing that are within its control to the end that the transaction contemplated by this Agreement shall be fully carried out.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Execution of Purchase Agreement FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of up to Twenty Million Dollars ($20,000,000) of the Corporation’s common stock; and

  • Acquisition Agreement The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

  • Amendment of Purchase Agreement The Purchase Agreement is hereby amended as follows:

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