Other Agreements of HK Sample Clauses

Other Agreements of HK. (a) Simultaneously with the execution and delivery of this agreement, the Majority Sellers are delivering to Parent the Stockholders Agreement duly executed by the Majority Sellers. In addition, prior to the consummation of the Offer or the Merger, HK shall have terminated any and all management agreements and any other arrangements pursuant to which HK paid fees or expenses of any kind to any stockholder or other affiliate, all without liability of any kind to such persons, and shall deliver to Parent satisfactory evidence of that termination. In addition, HK shall cause each such person to refund to HK, prior to any closing hereunder, a pro rata amount of all fees paid under any such management and other agreements that may have been prepaid by HK (with such pro rata amount determined based on the number of elapsed days over the period for which such payment relates). (b) HK shall give to Parent and to its counsel, accountants and other representatives full access, during normal business hours, to all of the employees, agents, properties (including for the purpose of conducting any environmental reviews thereof), books, contracts, commitments and records of HK and shall furnish all such information concerning its business and properties as Parent reasonably may request. If no Closing occurs, Parent shall keep such information confidential according to the terms of that certain Confidentiality Agreement dated April 25, 1995 (the "Confidentiality Agreement") and not release same to any third party without the written consent of HK. (c) HK shall use all reasonable efforts to obtain all consents and other approvals as may be required to enable it to perform its obligations hereunder. (d) HK shall cause its officers, directors and employees to, and shall use its best efforts (it being understood that for this purpose "best efforts" shall include termination of any relationship with any representative, advisor, attorney, accountant or agent who fails to comply) to cause its representatives, advisors, attorneys, accountants and agents to (i) immediately cease any existing discussions or negotiations, if any, with any corporation, partnership, person (which includes a "person" as such term is defined in section 13(d)(3) of the Exchange Act) or other entity or group other than Parent and SUB, any affiliates or associate of Parent and SUB or any designees of Parent and SUB (each, a "Third Party") conducted heretofore with respect to a tender offer or exchange offe...
Sample 1
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Related to Other Agreements of HK

  • OTHER AGREEMENTS, ETC It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a partner, shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

  • Other Agreements of the Parties 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

  • Other Agreements and Documents Company shall have executed and delivered the following agreements and documents:

  • Other Agreements If there is a default in any agreement to which Borrower is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of One Hundred Thousand Dollars ($100,000) or that could have a Material Adverse Effect;

  • Further Agreements of the Company The Company covenants and agrees with each Underwriter that:

  • Further Agreements of the Parties Each of the Enterprise Parties covenants and agrees with the Underwriters:

  • Other Agreements and Covenants 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products.

  • Further Agreements The Seller and the Servicer each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

  • Waivers; Other Agreements No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

  • Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.

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