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.
Sample 1

Related to Negotiation of Stock Purchase Agreement

  • 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. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

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

  • 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. Xxxxx’s offer expires 11:59 P.M. (local time) 7 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 bill for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax bill available to the closing agent. The succeeding year’s tax bill, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax bill available to the closing agent. --- POSSESSION: The possession of the Property shall be Upon Closing of Property, subject to tenant’s rights, by 5:00 P.M.

  • 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 At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of the Stock owned by Seller, free and clear of all Liens.

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • EXECUTION OF SETTLEMENT AGREEMENT This Settlement Agreement may be signed in one or more counterparts which together shall constitute a binding agreement.

  • Securities Sold Pursuant to this Agreement The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

  • Purchase Agreement See the introductory paragraphs hereof.

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