Purpose; Effectiveness Sample Clauses

Purpose; Effectiveness. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”). The Corporation is being incorporated in connection with the domestication of ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Domestication”). This Certificate of Incorporation is being filed simultaneously with the Certificate of Corporate Domestication of ARYA, and shall be effective upon the effectiveness of the Domestication.
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Purpose; Effectiveness. This Escrow Agreement has been executed and delivered, and the deposit of the Escrow Shares hereunder will be made, for the purpose of providing security to Procera for claims of indemnification pursuant to Section 11 of the Exchange Agreement. This Escrow Agreement is conditioned upon Closing having occurred and shall become effective on the Closing Date. Sellers shall promptly notify the Escrow Agent of the Effective Date and the Escrow Agent shall have no duties or obligations hereunder unless and until it has received such notice.
Purpose; Effectiveness. This Escrow Agreement has been executed and delivered, and the deposit of the Escrow Amount hereunder will be made, for the purpose of reimbursing and providing compensation for those Damages (as defined in the Share Purchase Agreement) that CBT or any of its affiliates has incurred or reasonably anticipates incurring by reason of any CBT Indemnifiable Claim (as defined in the Share Purchase Agreement). Transfers of Escrow Shares (as defined below) to Xxxx Xxxxx, as Trustee under the Trust Agreement attached hereto as Exhibit A (the "Trust Agreement"), shall be the non-exclusive remedy of CBT against each of the Shareholders for any such CBT Indemnifiable Claim. This Escrow Agreement shall become effective at the Closing Date.
Purpose; Effectiveness. This Agreement has been executed and delivered, and the deposit of the Escrow Amount will be made, for the purpose of reimbursing and providing compensation for those Buyer Losses that any Buyer Indemnified Party incurs or reasonably anticipates incurring because of any claim for Buyer Losses arising under the Asset Purchase Agreement. Nothing herein will limit any noncontractual remedy for fraud.
Purpose; Effectiveness. This Escrow Agreement has been executed and delivered, and the deposit of the Escrow Shares hereunder will be made, for the purpose of providing compensation to Category 5 and its subsidiaries for those
Purpose; Effectiveness 

Related to Purpose; Effectiveness

  • Condition of Effectiveness This Amendment shall become effective and be deemed effective as of the date hereof, subject to the satisfaction of the conditions precedent that the Administrative Agent shall have received each of the following:

  • Conditions, Effectiveness This Amendment shall become effective as of the date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:

  • Effectiveness This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

  • Counterparts; Integration; Effectiveness This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

  • Confirmation of Effectiveness If reasonably requested by the Investor at any time, the Company shall deliver to the Investor a written confirmation from Company’s counsel of whether or not the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the Registration Statement is currently effective and available to the Company for sale of all of the Registrable Securities.

  • Conditions to Effectiveness This Amendment shall become effective as of the date hereof and upon the satisfaction of the following conditions precedent:

  • Termination Effectiveness This Agreement and the Proxy shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing, nothing set forth in this Section 11 or elsewhere in this Agreement shall relieve either party hereto from any liability, or otherwise limit the liability of either party hereto, for any breach of this Agreement. The effectiveness of this Agreement is conditioned upon the execution and delivery of the Merger Agreement by the parties thereto.

  • Integration; Effectiveness This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

  • Counterparts; Effectiveness This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

  • Conditions to Effectiveness of this Amendment This Amendment shall become effective as of the date hereof, upon the satisfaction of the conditions precedent that:

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