Purchaser Action Sample Clauses

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. 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. (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. 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. 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 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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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:
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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.

  • 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.

  • Validity of Contemplated Transactions, etc The execution, delivery and performance of this Agreement by Purchaser does not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other party to, (a) any existing law, ordinance, or governmental rule or regulation to which Purchaser is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Purchaser, (c) the charter documents or ByLaws of, or any securities issued by, Purchaser, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan or other instrument, document or understanding, oral or written, to which Purchaser is a party or by which Purchaser is otherwise bound. Except as aforesaid, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery and performance of this Agreement by Purchaser.

  • Other Action The Indenture Trustee may take other action considered advisable by the Indenture Trustee that is not inconsistent with the direction from the Noteholders of a majority of the Note Balance of the Controlling Class.

  • 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:

  • Conveyance of the Receivables and the Other Conveyed Property (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):

  • Other Transactions Nothing contained herein shall preclude the Agent or any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

  • Closing Actions At the Closing:

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