PURPOSE AND EFFECTS OF THE OFFER Sample Clauses

PURPOSE AND EFFECTS OF THE OFFER. PURPOSE OF THE OFFER. The Purchaser is making the Offer for investment purposes with a view towards making a profit. The Purchaser's intent is to acquire the Interests at a discount to the value that the Purchaser might ultimately realize from owning the Interests. No independent person has been retained by Grape to evaluate or render any opinion with respect to the fairness of the Purchase Price and no representation is made as to such fairness. The Purchaser established the Purchase Price based on its own independent analysis of the Partnership, which included a valuation of the properties and other assets owned by the Partnership and by a subjective determination of the financial condition of the Partnership. The Purchaser derived the Purchase Price per Interest from its analysis of financial information which was available from information in the Form Annual Report on Form 10-K filed with the SEC ("10-K") and the Form Quarterly Report on Form 10-Q ("10-Q"). In determining the estimated value of the Interests, the Purchaser first calculated the estimated current value of the Partnership's properties from a net operating income analysis. In determining the appropriate discount factor to apply to the Partnership, the Purchaser considered several factors, including: (i) the illiquid nature of the investment; (ii) the uncertainty as to when the Partnership's properties will be sold, and how much they will be sold for; and (iii) the terms and conditions of the Partnership Agreement. Based upon these factors, the Purchaser believes a discount factor of 16 percent is appropriate for purposes of determining the Purchaser's offer price. The Purchaser's resulting estimated current value is $2,445 per .01 percent interests or, approximately $2,500 per $10,000 of original investor subscription. XXXXXX/XXXXXXXX REALTY INCOME FUND I STATEMENT OF NET ASSETS IN LIQUIDATION DECEMBER 31, 1997 ASSETS (Liquidation Basis): Properties $36,090,000 Cash and cash equivalents 461,000 Accounts receivable 100,000 Other assets 99,000 ----------- Total Assets $36,750,000 LIABILITIES (Liquidation Basis): Accounts payable and accrued liabilities 945,000 Secured loan payable 2,730,000 Accrued expenses for liquidation (including prepayment penalty) 1,049,000 ----------- Total Liabilities 4,724,000 Net Assets in Liquidation $32,026,000 ----------- ----------- NET ASSET VALUE Net Assets in Liquidation $32,026,000 Est. Property Disposition Fee(1) 729,000 ----------- Partnership Equity 31,2...
Sample 1
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PURPOSE AND EFFECTS OF THE OFFER. Section 7 of the Offer to Purchase is hereby supplemented and amended to amend and restate the entire subsection titled "Purposes of the Offer" in Section 7 as follows: PURPOSE OF THE OFFER. The Purchaser established the Purchase Price of $85,000 per Unit based on a number of factors, including: (i) the prices of recent secondary market resales of the Units (ii) the illiquid nature of the investment; and (iii) the costs to the Purchaser associated with acquiring the Units ("Factors"). The Purchase Price represents the price at which the Purchasers are willing to purchase Units. No independent person has been retained by Xxxx to evaluate or render any opinion with respect to the fairness of the Purchase Price and no representation is made as to such fairness. Palm urges those Unitholders that are considering tendering their Units pursuant to the Offer to first consult with their own advisors (e.g. tax, financial) in evaluating the terms of the Offer before deciding whether or not to tender Units. As disclosed in the Prospectus/Consent Solicitation filed on Form S-4 ("Prospectus") with the SEC, the prices for the sale of Courtyard by Marriott Units for the twelve months ended November 30, 1997 were: High - $60,000; Low - $30,000; Weighted Average - $45,635. The Purchaser is offering to purchase Units which are a relatively illiquid investment and are not offering to purchase the Partnership's underlying assets. Consequently, the Purchaser does not believe that the underlying asset value of the Partnership is determinative in arriving at the Offer Price. Nevertheless, using publicly available information concerning the Partnership contained in the 10-K for the fiscal year ended December 31, 1997, and the Preliminary Prospectus/Consent Solicitation on Form S-4 dated December 22, 1997 filed with the SEC; the Purchaser used an estimated asset value to derive an estimated market value for the Units solely for purposes of formulating their Offer. In determining their estimated value of the Units, the Purchaser first calculated the estimated current net operating income in accordance with the Partnership's financial statements; Then, in consideration of the Factors discussed above, the Purchaser determined the appropriate capitalization rate for the Partnership's net operating income. The resulting net asset value of the Partnership's properties was added to the Partnership's net current assets and the Partnership's total estimated asset value was then reduced by t...
Sample 1
PURPOSE AND EFFECTS OF THE OFFER. The Purchaser is making the Offer for investment purposes with a view towards making a profit. The Purchaser's intent is to acquire the Units at a discount to the value that the Purchaser might ultimately realize from owning the Units. No independent party has been retained by the Purchaser to evaluate or render any opinion with respect to the fairness of the Offer Price and no representation is made as to the fairness of the Offer Price. The Purchaser may in the future seek to acquire additional Units through private purchases, one or more future tender offers, or by any other means deemed advisable. However, the Purchaser has no plans that relate to or would result in: o any extraordinary transaction, such as a merger, consolidation or liquidation, involving the Partnership; o any purchase, sale or transfer of a material amount of assets of the Partnership; o any material change in the distribution policy of the Partnership or in its capitalization or indebtedness; o any change in the present Board of Directors or management of the Partnership or the General Partner; o any material change in the Partnership's structure or business; o any class of securities of the Partnership to be listed or delisted; or o any class of securities of the Partnership to become eligible for termination of registration under the Exchange Act. The Purchaser established the Offer Price based on its own review of the Partnership, taking into account primarily the prices paid by the Purchaser and its affiliates and by the Partnership and its affiliates in their most recent purchases of Units. Based on the foregoing, the Purchaser determined to offer to purchase Units at a price which reflected a premium over the prices the Purchaser and its affiliates and the Partnership and its affiliates have most recently paid for Units. The Purchaser was unable to determine a net asset value (NAV) or liquidation value for the Partnership. The Purchaser reviewed the Partnership's Annual Report on Form 10-K for the year ended December 31, 2000 ("2000 10 K) and its quarterly report on Form 10-Q for the period ended March 31, 2001. Other measures of value may be relevant to a Limited Partner, and all Limited Partners are urged to carefully consider all of the information contained in the Offer to Purchase and Agreement of Sale and to consult with their own advisors (tax, financial, or otherwise) in evaluating the terms of the Offer before deciding whether to tender Units. The Offer is being made...
Sample 1
PURPOSE AND EFFECTS OF THE OFFER. PURPOSE OF THE OFFER. The Purchaser is making the Offer for investment purposes with a view towards making a profit. Palm's intention is to acquire the Units at a Purchase Price which will allow Palm to make a profit from its ownership of the Units. No independent person has been retained by Xxxx to evaluate or render any opinion with respect to the fairness of the Purchase Price and no representation is made as to such fairness. The Purchaser established the Purchase Price based on its own independent analysis of the Partnership, which included a valuation of the properties and other assets owned by the Partnership and by a subjective determination of the financial condition of the Partnership. The Purchaser made its subjective determination of the Purchase Price per Unit from its analysis of financial information which was available from information in the Form Annual Report on Form 10-K filed with the SEC ("10-K") and the Form Quarterly Report on Form 10-Q ("10-Q").
Sample 1
PURPOSE AND EFFECTS OF THE OFFER. PURPOSE OF THE OFFER. The Purchaser is making the Offer for investment purposes only (See Section 8--"Future Plans") with a view towards making a profit. The Purchaser's intent is to acquire the Units at a discount to the value that the Purchaser might ultimately realize from owning the Units. No independent person has been retained to evaluate or render any opinion with respect to the fairness of the $950 Purchase Price and no representation is made as to such fairness. The Offer is being made by the Purchaser as a speculative investment based upon the belief that the Units represent an attractive investment at the price offered based upon, in part, the remaining assets of the Partnership. The purpose of the Offer is to allow the Purchaser to benefit from any one combination of the following: (i) any cash distributions from Partnership operations in the ordinary course of business; (ii) distributions, if any, of net proceeds from the liquidation of any properties after the Partnership has satisfied its liabilities; (iii) any cash from any redemption of the Units by the Partnership; and (iv) sale of the Units. The Purchaser established the Purchase Price based on its independent analysis of the Partnership, its assets, i.e., the media properties, and the financial condition of the Partnership. The Purchaser derived the Purchase Price from its analysis of financial and other information contained in publicly-available information in the Partnership's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Commission, which describe the Partnership's business and assets. 8
Sample 1
PURPOSE AND EFFECTS OF THE OFFER. The Purchaser is making the Offer for investment purposes with a view towards making a profit. The Purchaser's intent is to acquire the Units at a discount to the value that the Purchaser might ultimately realize from owning the Units. No independent party has been retained by the Purchaser to evaluate or render any opinion with respect to the fairness of the Offer Price and no representation is made as to the fairness of the Offer Price. The Purchaser established the Offer Price based on its own independent analysis of the Partnership. In determining the estimated value of the Units, the Purchaser reviewed the Partnership's original prospectus, the Agreement of Limited Partnership, the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999 ("1999 10-K") and the Partnership's Quarterly Report on Form 10-Q for the period ended September 30, 2000 ("September 30, 2000 10-Q"). Other measures of value may be relevant to a Limited Partner, and all Limited Partners are urged to carefully consider all of the information contained in the Offer to Purchase and Agreement of Sale and to consult with their own advisors (tax, financial, or otherwise) in evaluating the terms of the Offer before deciding whether to tender Units. The Offer is being made as a speculative investment by the Purchaser based on its belief that there is inherent underlying value in the assets of the Partnership. The purpose of the Offer is to allow the Purchaser to benefit to the greatest extent possible from any one or a combination of the following: - any cash distributions, whether those distributions are classified as a return on, or a return of, capital, from the operations in the ordinary course of the Partnership; - any distributions of net proceeds from the sale of assets by the Partnership; - any distributions of net proceeds from the liquidation of the Partnership; - any cash from any redemption of the Units by the Partnership, and - any proceeds that may be received by the Limited Partners or by the Partnership as a result of litigation (the Purchaser is not aware of any current or pending litigation involving the Partnership).
Sample 1
PURPOSE AND EFFECTS OF THE OFFER. On April 15, 1985 and May 2, 1988, respectively, the Company issued $300,000 of Ten Percent (10%) Subordinated Convertible Debentures Due April 14, 1993, and $350,000 of Ten Percent (10%) Convertible Debentures Due April 1, 1991. Both Debenture issues were unsecured, convertible into Common Stock of the Company at any time prior to their maturity date and required semi-annual interest payments. No interest or principal payments have been made on either Debenture issue since 1989, and the Debentures are in default. The Debenture agreements provide that in the event of default, the principal amount outstanding can be declared due by not less than 51% of the Debenture holders. As of the date of this Offer to Purchase, no default on the Debentures has been declared by the Holders thereof. At December 31, 1996, there was an aggregate of $1,156,588 in defaulted principal and accrued interest on the Debentures, and there were 19 Debenture Holders of record. In part because of the outstanding principal and defaulted interest on the Debentures and outstanding indebtedness to Directors of the Company (as described below), the Company at December 31, 1996 had negative working capital of approximately $2.3 million, an accumulated deficit of approximately $17.2 million and a total stockholders' deficit of approximately $3.7 million. To improve the financial condition of the Company as a going concern, management determined to convert as much as possible of the Company's debt (represented by the Debentures and the Director indebtedness) into equity. See "UNAUDITED PRO FORMA FINANCIAL DATA" for an illustration of the effects the Offer will have on the financial condition of the Company if 100% of all defaulted principal and accrued interest on Debentures and Director indebtedness is converted into Series C Shares and Warrants. On February 21, 1996, a proposal was submitted to the holders of defaulted Debentures offering to convert their principal and accrued interest into Common Stock of the Company. On August 8, 1996, the proposal was revised to offer Debenture holders conversion rights into Series C Shares, on the terms and conditions set forth in this Offer. In connection with the proposal made to Debenture holders, proposals with terms identical to the Offer were made to each Director-creditor of the Company. At December 31, 1996, directors of the Company were owed an aggregate of $901,054 in principal and accrued interest. The proposals to the Holders and to the Dir...
Sample 1
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Related to PURPOSE AND EFFECTS OF THE OFFER

  • CERTAIN CONDITIONS OF THE OFFER Annex A to the Merger Agreement provides that notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) Purchaser's rights to extend the Offer under certain circumstances (subject to the provisions of the Merger Agreement), Purchaser shall not be required to accept for payment or, subject to the applicable rules and regulations of the Commission, pay for, and may delay the acceptance for payment of or, subject to the applicable rules and regulations of the Commission, payment for, any Shares tendered pursuant to the Offer, and may terminate the Offer and not accept for payment any Shares, if (x) any applicable waiting period under the HSR Act has not expired or terminated prior to the expiration of the Offer, (y) the Minimum Condition has not been satisfied or (z) at any time on or after the date of the Merger Agreement and before the time of acceptance of Shares pursuant to the Offer, any of the following events shall have occurred: (a) there shall be any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, or deemed applicable, pursuant to an authoritative interpretation by or on behalf of a Governmental Entity, to the Offer or the Merger, that (i) prohibits or imposes any material limitations on Parent's or Purchaser's ownership or operation (or that of any of their respective subsidiaries or affiliates) of all or a portion of their or the Company's businesses or assets, or to compel Parent or Purchaser or their respective subsidiaries and affiliates to dispose of or hold separate any portion of the business or assets of the Company or Parent and their respective subsidiaries, which prohibition, limitation, disposition or hold separate obligation could reasonably be expected to have a Material Adverse Effect on Parent, (ii) restrains or prohibits the making or consummation of the Offer or the Merger or the performance of any of the other transactions contemplated by the Merger Agreement, (iii) imposes material limitations on the ability of Purchaser, or renders Purchaser unable, to accept for payment, pay for or purchase some or all of the Shares pursuant to the Offer and the Merger, or (iv) imposes material limitations on the ability of Purchaser or Parent effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by it on all matters properly presented to the Company's stockholders; or (b) (i) the Company Board (or any committee thereof) shall have withdrawn, modified or changed in any adverse manner to Parent and Purchaser or failed to reconfirm upon the request of Parent, its approval or recommendation of the Offer, the Merger, or the Merger Agreement, or shall have endorsed, approved or recommended any other Takeover Proposal or (ii) the Company shall have entered into any agreement with respect to any Superior Proposal pursuant to the provision described in clause (iv) under the heading "Termination; Fees" in Section 12 hereof; or 29

  • Terms of the Offer Upon the terms and subject to the conditions of the Offer, the Purchasers will accept for payment and pay for Shares validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 4 of this Offer to Purchase. The term “Expiration Date” shall mean 11:59 p.m., Pacific Time, on September 30, 2011, unless and until the Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date on which the Offer, as so extended by the Purchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering Shareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to the right of Shareholders to withdraw Shares until the Expiration Date, retain the Shares that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer, if all conditions are either satisfied or waived, the Purchasers will promptly pay for all validly tendered Shares upon confirmation from the REIT that you own the Shares, and the Purchasers do not intend to imply that the foregoing rights of the Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the Purchasers from purchasing tendered Shares as offered herein. Further, by tendering your Shares, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in Washington, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of your rights under the federal securities laws or any rule or regulation thereunder.

  • Conditions of the Offer Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists:

  • Terms and Conditions of the Offer The obligations of Purchaser to accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions set forth in this Agreement, including the satisfaction of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the Offer Conditions and the other terms set forth in this Agreement. Purchaser expressly reserves the right, to the extent permitted by applicable Legal Requirements, to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Purchaser shall not (A) decrease the Offer Price (other than in a manner required by Section 1.1(g),) (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of Annex I, (F) otherwise amend or modify any of the other terms of the Offer in a manner that materially and adversely affects, or would reasonably be expected to materially and adversely affect, any holder of Shares in its capacity as such (provided that Purchaser expressly reserves the right but shall not be obligated to waive any of the Offer Conditions), (G) except as provided in Sections 1.1(c) or 1.1(d), terminate the Offer or accelerate, extend or otherwise change the Expiration Date or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. In accordance with Section 1.1(d), the Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.1.

  • Notice and Effect of Material Events The Company will immediately notify each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Company of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Securities by the Initial Purchasers as evidenced by a notice in writing from the Initial Purchasers to the Company, any material changes in or affecting the earnings, business affairs or business prospects of the Company and its subsidiaries which (i) make any statement in the Offering Memorandum false or misleading or (ii) are not disclosed in the Offering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel, the Initial Purchasers or counsel for the Initial Purchasers, to amend or supplement the Final Offering Memorandum in order that the Final Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Final Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Final Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Final Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading.

  • Restrictions on Note Acquisitions Neither a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust or a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of either such expanded group shall acquire (or hold) any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the Trust, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust or every applicable Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A). No member of any “expanded group” that includes the Trust or Certificate Owner (as defined in Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust.

  • Restrictions on Transfer and Pledge The Option may not be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Parent or Subsidiary, or be subject to any lien, obligation, or liability of the Optionee to any other party other than the Company or a Parent or Subsidiary. The Option is not assignable or transferable by the Optionee other than by will or the laws of descent and distribution. The Option may be exercised during the lifetime of the Optionee only by the Optionee.

  • Terms of the Offering We may advise you orally or by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire”) of the particular method and supplementary terms and conditions of any Offering (including the price or prices at which the Securities initially will be offered by the several Underwriters, or if the price is to be determined by a formula based on market price, the terms of the formula, (the “Offering Price”) and any Selling Concession or, if applicable, Reallowance) in which you are invited to participate. Any such Wire may also amend or modify such provisions of this Master SDA in respect of the Offering to which such Wire relates, and may contain such supplementary provisions as may be specified in any Wire relating to an Offering. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such supplementary terms and conditions shall supersede any provision of this Master SDA. Unless otherwise indicated in any such Wire, acceptances and other communications by you with respect to an Offering should be sent pursuant to the terms of Section 19 hereof. Notwithstanding that we may not have sent you a Wire or other form of invitation to participate in such Offering or that you may not otherwise have responded by wire or other written communication (any such communication being deemed “In Writing”) to any such Wire or other form of invitation, you will be deemed to have accepted the terms of our offer to participate as a Selected Dealer and of this Master SDA (as amended, modified or supplemented by any Wire) by your purchase of Securities or otherwise receiving and retaining an economic benefit for participating in the Offering as a Selected Dealer. We reserve the right to reject any acceptance in whole or in part. Any Offering will be subject to delivery of the Securities and their acceptance by us and any other Underwriters may be subject to the approval of all legal matters by counsel and may be subject to the satisfaction of other conditions. Any application for additional Securities will be subject to rejection in whole or in part.

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

  • CHANGES IN OBLIGATIONS, CERTAIN WAIVERS (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8), in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, (ii) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligations.

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