Pending Acquisition. The Company has notified Buyer of three potential acquisitions by the Company as set forth on Schedule 5.07. The Company agrees to use its reasonable best efforts to enter into definitive agreements and consummate the transactions referred to therein as soon as reasonably practicable. Any such definitive agreement shall be in substantially the terms set forth in Schedule 5.07 or the related letters of intent referred to therein and shall be reasonably acceptable to the Buyer. The Company shall not waive any material term or condition thereunder without the consent of Buyer. The Company shall be entitled to borrow money under its existing facilities to consummate such transactions and any matter arising from such transactions that would result in a breach of any of the representations and warranties in Article 3 shall be disregarded for purposes of this Agreement.
Pending Acquisition. The Company shall (i) use its reasonable best efforts to complete the Pending Acquisition as soon as practicable and (ii) terminate the Pending Acquisition Agreement if the Pending Acquisition has not closed by the later of (A) the termination date set forth in Section 8.1(c) of the Pending Acquisition Agreement and (B) the date on which the OTS has issued its approval of the Merger and the Bank Mergers.
Pending Acquisition. The Pending Acquisition shall have occurred or the Pending Acquisition Agreement shall have been terminated in accordance with its terms (it being understood and agreed that the failure of the Company to consummate the Pending Acquisition shall not constitute a Material Adverse Effect under this Agreement or otherwise constitute a failure of any condition under this Section 7.2).
Pending Acquisition. To the knowledge of the Company, after due inquiry, the representations and warranties of AT&T relating to the Transferred Companies contained in Article IV of the Stock Purchase Agreement were as of the date of the Stock Purchase Agreement and are, as of the date hereof, true and accurate in all material respects. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any of the Transferred Companies or any of their subsidiaries were as of the date of the Stock Purchase Agreement or are, as of the date hereof, in default or breach, and no event has occurred that, with notice or lapse of time or both, would constitute such default or breach, of the due performance or observance of any material term, agreement, covenant or condition contained in the Stock Purchase Agreement.
Pending Acquisition. The Parties expressly acknowledge and agree that in the event that the ChemChina acquisition of Syngenta completes, or any similar change in control occurs, this agreement shall survive said acquisition and Executive shall continue to be entitled to all rights and benefits set forth herein.
Pending Acquisition. To the knowledge of the Company, the representations and warranties of Kite Pharma, Inc., a Delaware corporation (“Kite Pharma”), contained in Section 3 of the Agreement and Plan of Merger, dated as of August 27, 2017, among the Company, Kite Pharma and Dodgers Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Agreement”), were as of the date of the Merger Agreement and are, as of the date hereof, true and accurate in all material respects.
Pending Acquisition. Tri-Cities Sub is a party to an Asset Purchase Agreement dated as of January 10, 2000 (the "WGOC Agreement") with J. T. Xxxxxx Xxxadcasting Corporation (the "WGOC Owner"), pursuant to which Tri-Cities Sub has agreed to acquire substantially all of the assets of WGOC(AM) licensed to Blountville, Tennessee ("WGOC") for approximately $850,000.00 (the "Pending Acquisition"). Tri-Cities Sub and the WGOC Owner are also parties to a Time Brokerage Agreement dated January 10, 2000 (the "WGOC TBA"), pursuant to which Tri-Cities Sub has agreed to provide various services to the WGOC Owner relating to WGOC. The Company shall use commercially reasonable efforts to consummate the Pending Acquisition prior to the Closing in accordance with and subject to the terms and conditions of the WGOC Agreement. In the event the Pending Acquisition has been consummated prior to the Closing, from and after the date on which the Pending Acquisition is consummated, the term "Stations" and "Assets" shall include, respectively, WGOC and all of the assets relating thereto; provided, however, for purposes of such inclusion, Citadel acknowledges that the Company intends to operate WGOC consistent with the Company's past practices.
Pending Acquisition. As disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the definitive Schedule 14C filed by the Company on December 29, 2023 (the “Information Statement”), the Company has entered into an exchange agreement dated as of August 10, 2023, as amended and restated by the amended and restated exchange agreement dated November 2, 2023 (as so amended and restated, the “Exchange Agreement”) with all of the members (“Members”) of Next Charging LLC (“Next Charging”), and Mxxxxxx X. Xxxxxx, as the representative of the Members, with respect to the acquisition of 100% of the membership interests of the Members in Next Charging. The acquisition of Next Charging is described in more detail in the Pricing Disclosure Package and Prospectus under the section titled “Prospectus Summary - Overview,” which description is complete and correct in all material respects. No prior consent, authorization or order of, and no filing with, any court, government agency or other body regulating the business of the Company or Next Charging is required in connection with the consummation of the transactions contemplated by the Exchange Agreement or the valid issuance, sale and delivery of the Common Stock to be issued to the Members and the consummation of the transactions and agreements contemplated by the Exchange Agreement and as contemplated by the Information Statement.
Pending Acquisition. UBS Limited represents and warrants to the Company that: (i) UBS Limited has been informed by the Company of a non-public material pending acquisition (the "Transaction"), which is the subject of a letter of intent between the Company and certain sellers dated as of August 14, 1997, and that UBS Limited has had the opportunity to discuss fully the Transaction with the Company's officers; (ii) UBS Limited has been informed by the Company that (x) such discussions and any written material regarding the Transaction contain forward-looking statements and (y) actual results could differ materially from those contained in the forward-looking statements as a result of factors such as increased development of office space in the Company's markets or changes in the financial condition of the Company's tenants or other factors detailed in the Company's Annual Report on Form 10-K for the year ending December 31, 1996, (iii) no UBS Party will disclose any information regarding the Transaction and (iv) no UBS Party will trade in securities of the Company (other than the purchase of the Shares contemplated hereby) until two business days after the Company has made a public announcement regarding the Transaction.
Pending Acquisition. To the knowledge of the Company, the representations and warranties of the JMB Sellers contained in Articles III and IV of the Acquisition Agreement were, as of the date of the Acquisition Agreement, and are, as of the date hereof, true and accurate in all material respects (except to the extent that any such representation and warranty is expressly qualified as to materiality or “Material Adverse Effect” or words to similar effect, in which case such representation and warranty shall be true and accurate). The Company has not received any notice of breach or termination of the Acquisition Agreement.