SK Corp Sample Clauses

SK Corp and SK Europe intend that the transactions contemplated by this agreement shall constitute a sale in accordance with Sections 363(b) and (f) of the Bankruptcy Code (the "Sale") and consummation of the transactions contemplated by this agreement shall be subject, among other things, to the entry by the Bankruptcy Court of an order, in form and substance reasonably acceptable to EEF, authorizing the sale. THE PARTIES AGREE AS FOLLOWS:- I INTERPRETATION
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SK Corp will take all necessary action necessary in accordance with applicable law and its governing documents to convene a meeting of its Board of Directors as promptly as practicable, but no later than July 11, 2000, to consider and vote upon the approval of this agreement and the transactions contemplated hereunder.
SK Corp and SK Europe hereby undertake to procure that (except as otherwise agreed in writing with the Company, the Electra Subscribers and EEF) neither SK Corp., SK Europe nor any of their respective subsidiaries will either solely or jointly with any other person (either on its own account or as the agent of any other person) for a period of 2 years from Completion:-
SK Corp and SK Europe agree that the undertakings contained in this clause 5 are reasonable and are entered into for the purpose of protecting the goodwill of the business of each member of the Group and that accordingly the benefit of the undertakings may be assigned by the Company, the Electra Subscribers and EEF and their successors in title without the consent of SK Corp. or SK Europe.
SK Corp. SK Europe and their affiliates may provide Information to and negotiate with any person from which they receive an unsolicited Acquisition Proposal; and PROVIDED FURTHER that the foregoing shall not be deemed to prohibit or restrict SK Corp., SK Europe or their affiliates from making appropriate filings with the Bankruptcy Court to obtain authorization for the transactions contemplated herein.

Related to SK Corp

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Residential Funding Corporation If Residential Funding Corporation is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • The Surviving Corporation Section 3.01.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

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