RESALE SUBSEQUENT TO THE EFFECTIVE TIME Sample Clauses

RESALE SUBSEQUENT TO THE EFFECTIVE TIME. Subsequent to the Effective Time, Purchaser agrees that, if prior to the first anniversary of the date of this Agreement, the Purchaser or any assignee of the Purchaser, the Company or the Surviving Corporation (as defined in the Merger Agreement) enters into an agreement to (i) sell or exchange all or substantially all of the Common Stock of the Company or the Surviving Corporation to or with, or (ii) merge or consolidate the Company or the Surviving Corporation to, an unaffiliated third party, Purchaser or any assignee of the Purchaser, the Company and the Surviving Corporation will jointly promptly pay Stockholder an amount equal to fifty percent (50%) of the product of (y) the difference between the Aggregate Transaction Value (as defined below) received for such subsequent transaction and $62,000,000 and (z) a fraction, the numerator of which is the number of Shares and the denominator of which is the number equal to the total of (1) the number of shares of Common Stock of the Company issued and outstanding as of the Effective Time plus (2) the number of shares of Common Stock of the Company underlying stock options for which the option holder is entitled to payment under Section 1.3(e) of the Merger Agreement plus (3) the number of share equivalents for which the participant under the Directors' Deferred Compensation Plan is entitled to payment under Section 1.3(f) of the Merger Agreement. For the purposes of this Section 5(e), "Aggregate Transaction Value" shall mean the sum of the aggregate consideration received by the sellers in the transaction (reduced by the present value of any future or contingent obligations retained by the sellers) plus the aggregate liabilities assumed by the acquiring party in the transaction. If the Purchaser or any assignee of the Purchaser, the Company or the Surviving Corporation receives consideration other than cash, the Purchaser may elect to pay the amount due the Stockholder under this Section 5(e) in like kind consideration or in cash.
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RESALE SUBSEQUENT TO THE EFFECTIVE TIME. Subsequent to the Effective Time, Purchaser agrees that, if prior to the first anniversary of the date of this Agreement, the Purchaser or any assignee of the Purchaser, the Company or the Surviving Corporation (as defined in the Merger Agreement) enters into an agreement to (i) sell or exchange all or substantially all of the Common Stock of the Company or the Surviving Corporation to or with, or (ii) merge or consolidate the Company or the Surviving Corporation with, or (iii) sell substantially all the assets of the Company or the Surviving Corporation to, an unaffiliated third party, Purchaser or any assignee of the Purchaser, the Company and the Surviving Corporation will
Sample 1

Related to RESALE SUBSEQUENT TO THE EFFECTIVE TIME

  • The Effective Time Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company will cause the Merger to be consummated pursuant to the DGCL by filing a certificate of merger in customary form and substance (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing and acceptance for record by the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Parent, Merger Sub and the Company and specified in the Certificate of Merger, being referred to herein as the “Effective Time”).

  • Conditions Precedent to the Effective Date The occurrence of the Effective Date pursuant to Section 13.10 is subject to the satisfaction of the following conditions:

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • Conditions to the Effective Date The obligation of each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent:

  • Rights and Obligations Subsequent to Closing 41 8.1 Survival of Warranties............................................41

  • Conduct Prior to the Effective Time 5.1 Conduct of Business by Company, Indirect Parent, Second Intermediary -------------------------------------------------------------------- Parent, First Intermediary Parent and Parent. During the period from the date -------------------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall cause the Company to and the Company shall, except to the extent that Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted by the terms of this Agreement, and the transactions contemplated hereby, without the prior written consent of Purchaser, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, neither Indirect Parent, Second Intermediary Parent, First Intermediary Parent nor Parent shall permit the Company to, and Company shall not do any of the following:

  • COVENANTS EXTENDING TO THE EFFECTIVE TIME Until the Effective Time, subject to the waiver provisions of Section 11.05, each Party will comply with each covenant for which provision is made in Article VI of the Uniform Provisions (the text of which Article VI is hereby incorporated herein by this reference) to be performed or observed by that Party.

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

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