Negotiation of Stock Purchase Agreement Sample Clauses

Negotiation of Stock Purchase Agreement. The Company (i) is hereby authorized to negotiate and enter into the Stock Purchase Agreement, the other Transaction Documents (as defined in the Stock Purchase Agreement) and the Debt Commitment Letters (as defined in the Stock Purchase Agreement) and (ii) subject to the other provisions of this Agreement, including Section 6(b), may amend or waive any provision of the Stock Purchase Agreement, any other Transaction Document or any Debt Commitment Letter or take or consent to any action in connection with the Stock Purchase Agreement, the other Transaction Documents or the Debt Commitment Letters; provided that (x) the Base Consideration (as defined in the Stock Purchase Agreement) shall not exceed $950,000,000, (y) the amount of debt financing obtained by the Company for the Ranpak Business Combination shall not exceed $650,000,000, and (z) the other terms of the Stock Purchase Agreement shall not be changed from the form set forth on Exhibit A in a manner that would reasonably be expected to adversely and materially impact the economic benefits expected to be derived by the Company from the Ranpak Business Combination. Upon entry into the Stock Purchase Agreement, the Company shall provide the BSOF Entities with a copy of the final executed Stock Purchase Agreement.
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Negotiation of Stock Purchase Agreement. The Company (i) is hereby authorized to negotiate and enter into the Stock Purchase Agreement, the other Transaction Documents (as defined in the Stock Purchase Agreement) and the Debt Commitment Letters (as defined in the Stock Purchase Agreement) and (ii) subject to the other provisions of this Consent, including Section 1(d), may amend or waive any provision of the Stock Purchase Agreement, any other Transaction Document or any Debt Commitment Letter or to take or consent to any action in connection with the Stock Purchase Agreement, the other Transaction Documents or the Debt Commitment Letters (including the flex provisions); provided that (x) the Base Consideration (as defined in the Stock Purchase Agreement) shall not exceed $950,000,000, (y) the amount of debt financing obtained by the Company for the Ranpak Business Combination shall not exceed $650,000,000 and shall be on the terms set forth in the Debt Commitment Letters, and (z) the other terms of the Stock Purchase Agreement and the other Transaction Documents attached hereto shall not be changed from the forms set forth on Exhibit A in a manner that would reasonably be expected to adversely and materially impact the economic benefits expected to be derived by the Company from the Ranpak Business Combination. Upon entry into the Stock Purchase Agreement, the Company shall provide the Consenting Forward Contract Parties with a copy of the final executed Stock Purchase Agreement. The provisions of this Section 1(c) shall supersede, and be in lieu of, the obligation of the Company under Section 5(b) of the Forward Purchase Agreements to provide notice to the Consenting Forward Contract Parties, and to re-solicit the consent of the Forward Contract Parties, if the terms of the proposed Ranpak Business Combination change materially following the Consenting Forward Contract Parties’ consent to the Ranpak Business Combination and prior to the entry into the Stock Purchase Agreement.
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Negotiation of Stock Purchase Agreement. The purchase by Centene or University of any Company Equity Securities is subject in all cases to the preparation, execution and delivery by the Company and Centene and/or the University of a stock purchase agreement relating to such Company Equity Securities reasonably satisfactory in form and substance to Centene and/or the University and their respective counsel.
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Related to Negotiation of Stock Purchase Agreement

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Termination of Shareholders Agreement The Sellers and the Company acknowledge and agree that, as of the Closing, that certain Shareholders Agreement, dated as of February 13, 2007, by and among certain of the Sellers and the Company, as amended, shall terminate in accordance with its terms, with no liability following such termination for the Company or any of its Subsidiaries or any of the Sellers or the Sellers’ Related Parties.

  • Execution of Purchase Agreement The successful bidder has earned the right to make an offer to the Seller; no sale has been completed. The bidder will be required to execute an Irrevocable Real Estate Purchase Agreement immediately following the close of the auction and provide the required Xxxxxxx Money within 24 hours to the Seller in a check payable to Ness Bros. Buyer's offer expires 11:59 P.M. (local time) seven days after the online auction date, unless Seller timely accepts it; the Xxxxxxx Money will be returned if Seller does not accept the successful bid as a primary or secondary offer, subject to any required approvals. --- TAXES: The real estate taxes shall be prorated. Seller shall pay real estate taxes which are payable during the year in which Closing occurs, and taxes payable during the succeeding year, prorated to the date of Closing. Buyer shall assume and pay all subsequent taxes. If at the time of closing the tax xxxx for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax xxxx available to the closing agent. The succeeding year’s tax xxxx, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax xxxx available to the closing agent. --- GUARANTY: Any individual submitting a bid or signing the Purchase Agreement on behalf of any entity agrees to be individually bound by all these terms and conditions and individually responsible for payment of the Xxxxxxx Money and the balance due.

  • Share Purchase Agreement 6- --------------------------------------------------------------------------------

  • 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.

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

  • Stock Purchase On the terms and subject to the conditions of this Agreement, the Buyer agrees to purchase from each of the Sellers, and each of the Sellers agrees to sell to the Buyer, the Shares owned by such Seller, free and clear of all Encumbrances, which Shares collectively constitute and shall constitute as of the Closing Date all of the issued and outstanding shares of the capital stock of the Company, for the consideration specified in Section 1.2.

  • Incorporation of Separation Agreement Provisions The following provisions of the Separation Agreement are hereby incorporated herein by reference, and unless otherwise expressly specified herein, such provisions will apply as if fully set forth herein (references in this Section 14.7 to an “Article” or “Section” will mean Articles or Sections of the Separation Agreement, and references in the material incorporated herein by reference will be references to the Separation Agreement): Article IV (relating to Further Assurances; Additional Information); Article V (relating to Release; Indemnification; and Guarantees); Article VI (relating to Exchange of Information; Litigation Management; Confidentiality); Article VII (relating to Dispute Resolution); and Article VIII (relating to Miscellaneous).

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