Target Agreements Sample Clauses

Target Agreements. The Target Agreements shall not have been amended without Acquisition Co.’s written consent and shall be in full force and effect.
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Target Agreements. (IATF 16949: Chapter 6.2) All products must be subject to the agreed quality and comply with the specifications, drawings, data sheets and, if applicable, samples. The SUPPLIER is aware of the compliance with the characteristics and quality and will check for obvious errors, ambiguities, incompleteness or other deviations in a submitted description, such as specifications, drawings, etc. and will notify the Xxxx Group in writing before commencing the manufacturing process. The SUPPLIER is committed to the zero defect target and must continuously improve its performance to this end. This goal must be pursued with suitable measures, such as consistent advance quality planning and suitable series monitoring, if possible. The focus must be on defect prevention. If necessary, annual ppm targets are set in a ppm agreement. Claims for defects of the Xxxx Group will not be affected to the SUPPLIER in case of defective products.
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Target Agreements. Section 2.35 of the Target Disclosure Schedule contains a true and complete list of each agreement (a) of Target to register under the Securities Act any shares of Target Capital Stock or any shares of Target Capital Stock issuable upon the exercise, conversion or exchange of other Target securities or (b) to which Target is a party, or, to the knowledge of Target, to which any shares of Target Capital Stock is subject, relating to the voting of shares of Target Capital Stock or otherwise granting, limiting or affecting the rights pertaining to Target Capital Stock. All agreements set forth on Section 2.35 of the Target Disclosure Schedule will terminate pursuant to their terms or will be terminated at or prior to the Closing.
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Target Agreements. Target shall cause each agreement listed or required to be listed in Section 2.35 of the Target Disclosure Schedule to be terminated at or prior to the Effective Time.
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Target Agreements. Except as set forth in Schedule 5.26, (a) no Target Company has received any written notice of any violation or breach of any MFN included in any Affiliation Agreement, and (b) Vivendi has no Knowledge of any assertion, allegation or claim by any Person that any Target Company currently is, or in the past has been, in breach or violation in any material respect of any MFN included in any Affiliation Agreement.
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Target Agreements. 29 2.24 Board Approval; Shareholder Approval Required................................29 2.25
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Target Agreements. As of the date hereof, each of the Target Principal Shareholders identified in Section 2.23 of the Target Disclosure Schedules have executed and delivered to the Acquiror a Voting Agreement in the form attached hereto as Exhibit A.
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Target Agreements. (a) Telcom I has delivered to Acquiror (i) a correct and complete copy of each written contract, agreement, plan, understanding, commitment or other arrangement that is binding on Telcom I and except, in each case, for those as to which Acquiror or a subsidiary thereof is a party or has knowledge (collectively, the "Telcom I Agreements") to which Telcom I is a party and (ii) a written summary setting forth the terms and conditions of each oral contract, agreement, plan, understanding, commitment or other arrangement that is binding on Telcom I and except, in each case, for those as to which Acquiror or a subsidiary thereof is a party (collectively, the "Telcom I Oral Agreements") to which Telcom I is a party. A list of each Telcom I Agreement and Telcom I Oral Agreement is set forth on Schedule 3.6(a) hereto. (b) Telcom II has delivered to Acquiror (i) a correct and complete copy of each written contract, agreement, plan, understanding, commitment or other arrangement that is binding on Telcom II and except, in each case, for those as to which Acquiror or a subsidiary thereof is a party or has knowledge (collectively, the "Telcom II Agreements") to which Telcom II is a party and (ii) a written summary setting forth the terms and conditions of each oral contract, agreement, plan, understanding, commitment or other arrangement that is binding on Telcom II and except, in each case, for those as to which Acquiror or a subsidiary thereof is a party (collectively, the "Telcom II Oral Agreements") to which Telcom II is a party. A list of each Telcom II Agreement and Telcom II Oral Agreement is set forth on Schedule 3.6(b) hereto.
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Target Agreements 
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Related to Target Agreements

  • Support Agreements (a) At any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6, 2021, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • 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.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.

  • Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

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