Pending Acquisition Sample Clauses
The Pending Acquisition clause defines the rights and obligations of parties when one party is in the process of being acquired by another entity. Typically, this clause outlines notification requirements, the impact on ongoing agreements, and any conditions that must be met if the acquisition is completed, such as consent or renegotiation of terms. For example, it may require the party undergoing acquisition to inform the other party within a certain timeframe or allow the non-acquired party to terminate the agreement if the acquisition could affect performance. The core function of this clause is to manage the risks and uncertainties associated with changes in corporate control, ensuring that both parties are protected and informed during a potential transition.
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 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. 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 M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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. 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. To the knowledge of the Company, the representations and warranties of Verizon relating to the VSTO contained in Article IV of the Securities Purchase Agreement were as of the date of the Securities 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, the VSTO or any of its subsidiaries were as of the date of the Securities 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 Securities Purchase Agreement.
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.
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. The Company intends to use the net proceeds of the Notes held in the Proceeds Account to pay a portion of the purchase price of a pending acquisition of the issued and outstanding capital stock of GNLV, CORP. and GNL, CORP. (“GNLV and GNL Stock”) from Mirage Resorts, Incorporated (the “Acquisition”) pursuant to a stock purchase agreement entered into on June 24, 2003 (the “Stock Purchase Agreement”) by and among the Company, MGM MIRAGE, Mirage Resorts, Incorporated, GNLV, CORP., GNL, CORP. and Golden Nugget Experience, LLC. If the Acquisition is terminated or otherwise does not close prior to certain dates as specified in this Agreement, then the Notes must be redeemed at a redemption price equal to 100% of the offering price plus accrued interest to the redemption date.
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. The Sellers have provided to Pioneer a true, accurate and complete copy of that certain Asset Purchase Agreement, dated as of December 1, 2007, among WEDGE Wireline, Phoenix and ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ (the “Phoenix Purchase Agreement”), pursuant to which WEDGE Wireline acquired substantially all of the assets of Phoenix.