Introduction; Term of Agreement Sample Clauses

Introduction; Term of Agreement. The Company is a party to the ------------------------------- separate Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 22, 1997, among the Company, Patriot Acquisition Corp. and AmeriSource Health Corporation, a Delaware Corporation ("AmeriSource"), pursuant to which the Company and AmeriSource have agreed, that a wholly owned subsidiary of the Company, Patriot Acquisition Corp., shall be merged with and into AmeriSource with AmeriSource as the surviving corporation, and shareholders of AmeriSource to be entitled to shares of common stock of the Company (the "Common Stock") in respect of their shares of AmeriSource as specified in the Merger Agreement. This Agreement shall become effective upon the Effective Time (as defined in the Merger Agreement). This Agreement shall terminate and be of no further force and effect at such time as the holders of Registrable Securities in the aggregate own less than 25% of the Registrable Securities owned by such holders at the Effective Time. Certain capitalized terms used in this Agreement are defined in section 3 hereof; references to sections shall be to sections of this Agreement.
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Introduction; Term of Agreement. The Company is a party to the separate Agreement and Plan of Merger (the "Merger Agreement"), dated as of January __, 1997, among the Company, Spider Acquisition Corporation, a Delaware corporation, General Medical Inc., a Delaware corporation ("GMI"), Xxxxx Investment Associates IV, L.P., a Delaware limited partnership("KIA IV"), Xxxxx Equity Partners II, L.P., a Delaware limited partnership ("KEP II"), Chase Equity Associates, a California limited partnership ("CEA"), Xxxx Xxxxxxxx Partners, L.P., a Delaware limited partnership ("Xxxxxxxx Partners"), Princes Gate Investors L.P., a Delaware limited partnership ("Princes Gate"), Acorn Partnership I, L.P., a Delaware limited partnership ("Acorn Partnership"), PGI Investments Limited, a British Virgin Islands corporation ("PGI"), PGI Sweden AB, a Swedish corporation ("PGI Sweden"), Gregor Von Opel, The Xxxxx and Xxxxxxxx Xxxxx Trust, Xxxxxxx X. Xxxxxxxx, The Xxxxx X. Xxxxxxx XXX, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxx, X. Xx Xxxxx Xxxxx and Xxxxxx X. Xxxxxx, pursuant to which the Company has agreed, among other things, to acquire through merger GMI and, in connection therewith, to issue to the Investor Group cash and shares of common stock of the Company (the "Common Stock") as specified in the Merger Agreement. This Agreement shall become effective upon the Effective Time (as defined in the Merger Agreement). This Agreement shall terminate and be of no further force and effect on the earlier to occur of (i) the third anniversary date of the Effective Time or (ii) such time as the holders of Registrable Securities in the aggregate own less than 2% of the outstanding shares of Common Stock. Certain capitalized terms used in this Agreement are defined in section 3 hereof; references to sections shall be to sections of this Agreement.
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Introduction; Term of Agreement. The Company is a party to the ------------------------------- separate Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 27, 1998, among the Company, Red Acquisition Corp., a Louisiana corporation, Automated Prescription Systems, Inc., a Louisiana corporation, and the selling stockholders parties thereto (the "Stockholders") pursuant to which the Company has agreed, among other things, to acquire through merger APS and, in connection therewith, to issue to the Stockholders shares of common stock of the Company (the "Common Stock") as specified in the Merger Agreement. This Agreement shall become effective upon the Effective Time (as defined in the Merger Agreement). This Agreement shall terminate and be of no further force and effect on the second anniversary date of the Effective Time. Notwithstanding the preceding sentence, with respect to Registrable Securities being placed in escrow pursuant to the Merger Agreement, (i) section 2.1 hereof shall terminate and be of no further force and effect on the second anniversary date of the Effective Time, and (ii) the other provisions hereof shall terminate and be of no further force and effect on the third anniversary date of the Effective Time. Certain capitalized terms used in this Agreement are defined in section 3 hereof; references to sections shall be to sections of this Agreement.
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Introduction; Term of Agreement. The Company is a party to the ------------------------------- separate Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 22, 1998, among the Company, HMS Acquisition Corp., a Delaware corporation and Hawk Medical Supply, Inc., a Delaware corporation ("Hawk"), pursuant to which the Company has agreed, among other things, to acquire through merger Hawk and, in connection therewith, to issue to the stockholders and warrant holders of Hawk (the "Stockholders") shares of common stock of the Company (the "Common Stock") as specified in the Merger Agreement. This Agreement shall become effective upon the Effective Time (as defined in the Merger Agreement). This Agreement shall terminate and be of no further force and effect on the second anniversary date of the Effective Time. Certain capitalized terms used in this Agreement are defined in section 3 hereof; references to sections shall be to sections of this Agreement.
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Introduction; Term of Agreement. The Trust Beneficially Owns approximately 69% of the issued and outstanding common stock of the Company (the "Common Stock"). The Trust has determined that it is in the best interests of the Trust to dispose of certain shares of the Common Stock of the Company Beneficially Owned by the Trust primarily to diversify the Trust's assets and to reinvest the proceeds from such sale in assets which produce higher current income. The Company has proposed to the Trust that it accomplish this objective through one or more secondary offerings of the shares it Beneficially Owns. The Company has determined that it is in the best interests of the Company and its stockholders that the proposed disposition of shares be effected in one or more public offerings that will provide for broad distribution of the shares, thereby enhancing the overall trading market for all of the issued and outstanding shares of the Company's Common Stock. The Trust intends, subject to market conditions and other factors, and upon consummation of a 3-for-1 split of the Company's Common Stock to which the Trust hereby agrees, to sell not less than 3,000,000 shares (the "Shares") of the Common Stock (including any overallotment option granted to underwriters) on a pre-stock split basis in a public offering to be consummated as soon as practicable in 1998 (the "Initial Sale". The Trust and the Company have agreed that it is in their mutual best interests to enter into this Agreement to govern, among other things, certain terms and conditions of the Initial Sale and any subsequent registered public sales that may be considered by the Trust and/or its affiliate, The Nemours Foundation. In connection with the Initial Sale, the Company has commenced preparation of an appropriate registration statement covering the Shares and has agreed to use its best efforts to file such registration statement with the Commission under the Securities Act as soon as practicable in December 1997. This agreement shall terminate and be of no further force and effect at such time as either the Trust owns less than 1% of the outstanding shares of Common Stock or the last Demand Request (as hereinafter defined) permitted by this Agreement is effected pursuant hereto. Certain capitalized terms used in this Agreement are defined in Section 4 hereof; references to sections shall be to sections of this Agreement.
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Related to Introduction; Term of Agreement

  • Term of Agreement This Agreement and the Security Interest shall terminate on the date on which all payments under the Notes have been made in full and all other Obligations have been paid or discharged. Upon such termination, the Secured Party, at the request and at the expense of the Company, will join in executing any termination statement with respect to any financing statement executed and filed pursuant to this Agreement.

  • Conditions Term of Agreement 37 3.1 Conditions Precedent to the Initial Extension of Credit.................37 3.2 Conditions Subsequent to the Initial Extension of Credit................40 3.3 Conditions Precedent to all Extensions of Credit........................40 3.4 Term....................................................................41 3.5

  • EFFECTIVE DATE; TERM OF AGREEMENT This Agreement shall become effective as of April 5, 2005 (the "Effective Date"). Executive's employment shall continue on the terms provided herein until April 4, 2008 (the "End Date"), subject to earlier termination as provided herein (such period of employment hereinafter called the "Employment Period").

  • Term of Agreement Miscellaneous 13.1 Term.

  • Effective Date and Term of Agreement This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.

  • Term of Agreement Termination of Agreement Amendment of Agreement a. This Agreement is effective with respect to each Fund as of the date of execution of the applicable exhibit and shall continue in effect with respect to each Fund presently set forth on an exhibit and any subsequent Funds added pursuant to an exhibit during the initial term of this Agreement for one year from the date set forth above, and thereafter for successive periods of one year if such continuance is approved at least annually by the Trustees of the Trust including a majority of the members of the Board of Trustees of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of any Distribution Plan relating to the Trust or in any related documents to such Plan ("Disinterested Trustees") in the manner required by the Rules and Regulations. If a Fund is added after the first annual approval by the Trustees as described above, this Agreement will be effective as to that Fund upon execution of the applicable exhibit and will continue in effect until the next annual approval of this Agreement by the Trustees and thereafter for successive periods of one year, subject to approval as described above.

  • Term of Agreement; Termination The term of this Agreement shall commence on the date hereof and such term and this Agreement shall terminate upon the earlier to occur of (i) the Effective Time, and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, HOWEVER, such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination.

  • Term of Agreement; Amendment This Agreement shall become effective as of the date first written above and will continue in effect for a period of three (3) years. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Trust, and authorized or approved by the Board of Trustees.

  • Effectiveness and Term of this Agreement 12.1 This Agreement shall come into effect upon the satisfaction of all of the following conditions:

  • Term of Agreement and Termination 4.1. Either party may terminate this Agreement, if the other party is in material breach of the Agreement, by giving written notice thereof to the other party, to cure such breach, following which, without curing the breach, this Agreement shall terminate. Such notice shall specify the alleged material breach, shall state the termination date and shall be sent by certified mail, return receipt requested, to the other party at the notice address specified.

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