Reorganization Agreements Sample Clauses

Reorganization Agreements. Neither the Company nor any of its subsidiaries, and to the knowledge of the Company, no third party, is in default with respect to any material obligation or liability under (i) that certain Distribution Agreement dated as of March 2, 1996 by and among Morrxxxx Xxxtaurants Inc., Morrxxxx Xxxsh Cooking, Inc. and the Company, (ii) the Reorganization Tax Agreement (as defined above), and (iii) that certain Agreement Respecting Employee Benefit Matters dated as of March 2, 1996 among Morrxxxx Xxxtaurants Inc., Morrxxxx Xxxsh Cooking, Inc. and the Company.
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Reorganization Agreements. Before the Effective Time, the Company shall (a) execute and deliver the Restructuring Agreement and the Post-Closing Covenants Agreement in the form of Annex D attached hereto with such changes as may be mutually agreed upon by the Company and Parent (the "Post-Closing Covenants Agreement"), and (b) cause Newco to execute and deliver the Restructuring Agreement and the Post-Closing Covenants Agreement. Before the Effective Time, Parent shall execute and deliver the Post-Closing Covenants Agreement.
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Reorganization Agreements. 11 SECTION 3.02. Ancillary Agreements........................................ 11 SECTION 3.03. Restructuring of Assets and Assumption of Liabilities....... 12
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Reorganization Agreements. Prior to the Effective Time, the Company shall (a) execute and deliver the Restructuring Agreement, the Tax Allocation Agreement in the form of Annex B attached hereto with such changes as may be mutually agreed upon by the Company and Parent (the "Tax Allocation Agreement"), the Post-Closing Covenants Agreement in the form of Annex C attached hereto with such changes as may be mutually agreed upon by the Company and Parent (the "Post-Closing Covenants Agreement"), the License Agreement in the form of Annex D attached hereto with such changes as may be mutually agreed upon by the Company and Parent (the "License Agreement") and the Settlement Agreement and Release of Claims in the form of Annex E attached hereto with such changes as may be mutually agreed upon by the Company and Parent (the "Settlement Agreement"), (b) cause Newco to execute and deliver the Restructuring Agreement, the Tax Allocation Agreement, the Post-Closing Covenants Agreement, the License Agreement and the Settlement Agreement and (c) cause certain of the Company's subsidiaries (as mutually determined by Parent and the Company) that are necessary to effect the Restructuring to execute and deliver the Restructuring Agreement and each such subsidiary that Parent shall reasonably designate to execute and deliver the Post-Closing Covenants Agreement. Prior to the Effective Time, Parent shall (x) execute and deliver the Tax Allocation Agreement, the Post-Closing Covenants Agreement and the Settlement Agreement and (y) cause LifeScan, Inc. to execute and deliver the Settlement Agreement.
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Reorganization Agreements. Each Reorganization Agreement to which the Company is a party shall have been executed without modification from the forms as in existence at the Review Cut-off Time or such earlier date as Purchaser completed its review of such agreement.
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Reorganization Agreements. (i) The description of the transactions in 2004 and 2006 in the Registration Statement, Time of Sale Information and Prospectus is true and accurate in all material respects. The parties to the agreements pursuant to which the Company underwent the 2004 and 2006 transactions as described in the Registration Statement, Time of Sale Information and Prospectus (collectively, the “Reorganization Agreements”) have the legal right, power and authority (corporate and other, as the case may be) to enter into and perform their respective obligations under the Reorganization Agreements and have taken all necessary actions to authorize the execution, delivery and performance of, and have authorized, executed and delivered, each of the Reorganization Agreements, and each of the Reorganization Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting creditors’ rights or by equitable principles relating to enforceability (regardless of whether such enforceability is considered in equity or at law).
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Reorganization Agreements. The Merger and Distribution Agreement and each of the other Transaction Documents to which either M Holdings or Old Mosaic is a party have been duly authorized, executed and delivered by such party and constitute the valid and binding obligations of such party, enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principals of equity regardless of whether such enforceability is considered in a proceeding in equity or at law and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.
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Reorganization Agreements. Each of the Company, the Parent and the other parties thereto had full legal right, power and authority to enter into the Reorganization Agreements and to perform the transactions contemplated thereby. The Reorganization Agreements were duly authorized and executed by the Company and the Parent, and to their knowledge, the other parties thereto, and constitute valid and binding obligations of the Company and the Parent, and to their knowledge, the other parties thereto, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles, and the transactions contemplated thereby have been consummated. The execution and performance of the Reorganization Agreements by the Company and the Parent, and to their knowledge, the other parties thereto, and the consummation of the transactions therein contemplated has not violated and will not violate any provision of the charter or bylaws, or other organizational documents, of the Company or Parent, or to their knowledge, the other parties thereto, and has not resulted and will not result in an a breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or Parent or, to their knowledge, the other parties thereto is a party or by which the Company or Parent or, to their knowledge, the other parties thereto or any of their respective property may be bound or affected, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or Parent or, to their knowledge, the other parties thereto or any of their respective property, except for such violations, breaches and defaults that individually or in the aggregate would not result in a Material Adverse Change. Each consent, approval or authorization or other order of any court, regulatory body, administrative agency or other governmental body required for the delivery of the Reorganization Agreements or the consummation of the transactions contemplated thereby was obtained, except for any such consent, approval, authorization or order the failure t...
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Reorganization Agreements. Under the Reorganization Agreements, the selling entities are to receive Charter Common Stock in exchange for the Assets to be transferred pursuant to the Reorganization Agreements. Notwithstanding such agreements, the parties agree that if a
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Related to Reorganization Agreements

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

  • Voting Agreements (i) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at four (4) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 12.1, and (iii) against any nominees not designated pursuant to Section 12.1.

  • Modification Agreements The Servicer or the related Subservicer, as the case may be, shall be entitled to (A) execute assumption agreements, substitution agreements, and instruments of satisfaction or cancellation or of partial or full release or discharge, or any other document contemplated by this Servicing Agreement and other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties subject to the Mortgages (and the Company shall promptly execute any such documents on request of the Servicer) and (B) approve the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters, if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby. A partial release pursuant to this Section 3.05 shall be permitted only if the Combined Loan-to-Value Ratio for such Mortgage Loan after such partial release does not exceed the Combined Loan-to-Value Ratio for such Mortgage Loan as of the Cut-Off Date. Any fee collected by the Servicer or the related Subservicer for processing such request will be retained by the Servicer or such Subservicer as additional servicing compensation.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Acquisition Agreement The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

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