Purchaser Action Sample Clauses

Purchaser Action. (a) In connection with the registration pursuant to the Securities Act of the Purchaser Shares to be issued as the Share Consideration pursuant to the Offer, Purchaser shall file a Registration Statement on Form S-4 (together with all amendments, schedules, and exhibits thereto, the "REGISTRATION STATEMENT") with the SEC promptly following the execution of this Agreement. The Registration Statement shall comply in all material respects 14 7 with the applicable provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and regulations promulgated thereunder, as well as with the Dutch act on the supervision of the securities trade 1995 (the "TRADE ACT"), and the rules and regulations promulgated thereunder, including Purchaser obtaining an individual dispensation of the Netherlands Securities Board from the prohibition set forth in Section 3, paragraph 1 of the Trade Act. Purchaser shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC at the earliest practicable date and to keep the Registration Statement effective as long as is necessary to consummate the Offer. Purchaser shall also take any action required to be taken under applicable blue sky or securities laws (other than pursuant to state takeover laws) in connection with the issuance of the Purchaser Shares as Share Consideration, and the Company shall furnish all information concerning the Company and the holders of Company Shares as Purchaser may reasonably request in connection with such action. The Company and Stockholder shall reasonably assist and cooperate with Purchaser in the preparation of the Registration Statement and shall use their reasonable best efforts to assist Purchaser to have the Registration Statement declared effective by the SEC at the earliest practicable date. Purchaser shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement to the Company and Stockholder and advise the Company and Stockholder of any oral comments with respect to the Registration Statement received from the SEC. Purchaser agrees that none of the information supplied or to be supplied by Purchaser for inclusion or incorporation by reference in the Registration Statement, and each amendment or supplement thereto, at the time of mailing the prospectus relating thereto and on the Closing Date, will con...
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Purchaser Action. This Agreement and the other Investment Documents to which the Purchaser is a party constitute legal, valid and binding obligations of the Purchaser enforceable in accordance with their terms.
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Purchaser Action. Purchaser shall have (i) executed and ---------------- delivered to the each Stockholder this Agreement and the Escrow Agreement and (ii) paid to each Stockholder the Purchase Price in accordance with Section 2.2 hereof.
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Purchaser Action. The Sellers shall not be liable in respect of a Claim to the extent that the matter giving rise to it results from: (i) any act done or omitted to be done in accordance with the terms of this Agreement or otherwise at the written request of the Purchaser; or (ii) any act done or omitted to be done on or after Closing with the written approval of the Purchaser; (iii) any breach by the Purchaser of its material obligations under this Agreement.
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Purchaser Action. All action required by Purchaser to authorize and approve the transactions contemplated hereby shall have been taken. ARTICLE VII Events to Take Place at the Closing 7.1
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Purchaser Action. The Boards of Directors of each of the Purchaser and the Transitional Subsidiary, by special meeting of each such Board of Directors duly held and called, has (a) determined that the Merger is fair and in the best interests of the Purchaser, the Transitional Subsidiary and the respective stockholders of each and (b) adopted this Agreement in accordance with the provisions of Delaware Law, and the Purchaser's Board of Directors has directed that this Agreement and the Merger be submitted to the Purchaser's stockholders for their adoption and approval and resolved to recommend that the Purchaser's stockholders vote in favor of the adoption of this Agreement and the approval of the Merger.
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Purchaser Action. The Purchaser will be entitled to prosecute or defend any proceedings relating to the Third Party Claim, provided that: (i) Consult: the Purchaser and its advisers fully consult with the Vendor(s) and their advisers in relation to the conduct of, and the Purchaser’s response to, the Third Party Claim including providing the Vendor(s) and their advisers with drafts of all documents to be issued by the Purchaser or any Group Company and consulting with the Vendor(s) and their advisers in relation to such documents; and (ii)
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Related to Purchaser Action

  • Stockholder Action Each Stockholder agrees that, in such Stockholder's capacity as a stockholder of the Company, such Stockholder shall, pursuant to Section 2.5 hereof, vote, or grant proxies relating to the Common Stock at the time held by such Stockholder to vote, all of such Stockholder's Common Stock in favor of any sale or exchange of securities of the Company or any merger, consolidation or other business combination or any similar transaction pursuant to Section 2.5 hereof if, and to the extent that, approval of the Company's stockholders is required in order to effect such transaction. ARTICLE III

  • Lender Action Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

  • Seller's Origination The Seller's decision to originate any mortgage loan or to deny any mortgage loan application is an independent decision based upon the Underwriting Guidelines, and is in no way made as a result of Purchaser's decision to purchase, or not to purchase, or the price Purchaser may offer to pay for, any such mortgage loan, if originated;

  • Validity of Contemplated Transactions The execution, delivery and performance of this Agreement by Buyer, the execution, delivery and performance by Buyer of the Collateral Documents to which it is a party and the consummation of the Transactions do not and will not (a) contravene any provision of the organizational documents of Buyer, or (b) constitute a breach of, or result in a Default under, or cause the acceleration of any payments pursuant to, any agreement, contract, indenture, lease or mortgage to which Buyer is a party or by which either Buyer or its assets is bound, or violate any provision of any applicable Law, permit or license to which Buyer is subject, where any such breaches, Defaults or violations would materially impair the ability of Buyer to consummate and perform the Transactions.

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Other Action If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of Common Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

  • SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one)

  • Other Actions In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

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