IPO Documents Sample Clauses

IPO Documents. The Partnership is hereby authorized to execute, deliver and perform, and the General Partner on behalf of the Partnership is hereby authorized to execute and deliver (and any execution, delivery or performance by the Partnership or the General Partner prior to the date hereof is hereby ratified and approved), the Commercial Agreements to which it is a party, the Transaction Documents to which it is a party and all documents, agreements, certificates or other instruments contemplated thereby or related thereto, all without any further act, vote or approval of the General Partner, any Limited Partner or any other Person notwithstanding any other provision of this Agreement.
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IPO Documents. The Agent shall have received a copy of an omnibus agreement and underwriting agreement, each in substantially the same form as the applicable exhibits attached to the Registration Statement, and such other documents, governmental certificates and agreements in connection with the IPO as the Agent or any Bank may reasonably request, certified as of the Closing Date by an authorized officer of MMP (x) as being true and correct copies of such documents and (y) as being in full force and effect.
IPO Documents. The IPO shall have been (or simultaneously with the closing of the Loans hereunder, will be) consummated in accordance with the terms of the IPO Documents (without waiver of any conditions precedent to the obligations of any party thereto that is materially adverse to the Lenders as reasonably determined by the Administrative Agent unless approved by the Administrative Agent). The Administrative Agent shall have received a copy simultaneously with the closing of the Loans hereunder, certified by an officer of the Company as true and complete, of each IPO Document as originally executed and delivered, together with all exhibits and schedules thereto.
IPO Documents. The Company (individually and acting in its capacity as general partner of the Partnership) is hereby authorized to execute, deliver and perform, and each Officer on behalf of the Company is hereby authorized to execute and deliver (and any execution, delivery or performance by the Company or any Officer prior to the date hereof is hereby ratified and approved), the Partnership Agreement, the IPO Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Operational Services and Secondment Agreement and all documents, agreements, certificates or other instruments contemplated thereby or related thereto, all without any further act, vote or approval of the Sole Member or any Director, Officer or other Person notwithstanding any other provision of this Agreement.
IPO Documents. Upon conduct of an IPO, the Shareholders shall take all Necessary Actions, including the following actions (and, to the extent legally possible, instruct its representatives in the Board of Directors and Executive Officers, as the case may be, for the Company to take such actions, as applicable): (i) prepare and file a draft prospectus with respect to the Qualified IPO, make all required amendments and adjustments thereof, and use its commercially reasonable efforts to cause such prospectus, as applicable; (ii) participate in road shows and such other customary selling efforts as the managing underwriter reasonably requests; and (iii) enter into all customary agreements for a Qualified IPO, including an underwriting agreement in customary form in accordance with market practice.
IPO Documents. Copies of all IPO Documents, certified by a Responsible Officer of Holdings as being a true, accurate and complete set of all IPO Documents.

Related to IPO Documents

  • Merger Documents The Merger Documents contain all the material terms and conditions of the Merger and are in full force and effect and there have been no amendments, variations or waivers to the Merger Documents (in whole or in part) other than amendments thereto or waivers thereunder (excluding any waiver of or as contemplated by Section 9.02(a) of the Merger Agreement) which are not material and adverse to the financing under this Agreement, the Alternative Bridge Facility Agreement or the Bridge Facility Agreement.

  • Operative Documents On or before the Closing Date, each of the Operative Documents to be delivered at the Closing shall have been duly authorized, executed and delivered by the parties thereto in substantially the form attached as an Exhibit hereto, shall each be in full force and effect, and executed counterparts of each shall have been delivered to each of the parties hereto.

  • Existing Documents The Contractor has reviewed and taken into consideration the Bidding Documents in preparing his bid.

  • Acquisition Documents As of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

  • Financing Documents The CAC Credit Facility Documents, the Xxxxx Fargo Warehouse Documents, the Fifth Third Warehouse Documents, the Flagstar Warehouse Documents, the BMO Warehouse Documents, the 2017-3 Securitization Documents, the 2017-2 Securitization Documents, the 2017-1 Securitization Documents, the 2016-3 Securitization Documents, the 2016-2 Securitization Documents, the 2016-1 Securitization Documents, the 2015-2 Securitization Documents and the 2015-1

  • Investor Documents Each Investor has executed a Subscription Agreement which has been provided to Administrative Agent. Each Side Letter that has been entered into by such Investor has been provided to Administrative Agent. For each Investor, (i) the applicable Operative Document and its Subscription Agreement (and any related Side Letter) set forth its entire agreement regarding its Capital Commitment and (ii) no changes, modifications, amendments or waivers were otherwise made to the applicable Operative Document, form Subscription Agreement attached hereto, or any related Side Letter.

  • Related Documents The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan.

  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • 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.

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

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