THE BUYER'S IPO Sample Clauses

THE BUYER'S IPO. The Seller and the Shareholders acknowledge that the Buyer filed with the United States Securities and Exchange Commission a Registration Statement on Form S-1 on August 8, 1997 (the "Registration Statement"), relating to a proposed initial public offering of the Buyer's common shares (the "Buyer's IPO"). The Seller and the Shareholders further acknowledge that the Buyer's IPO may or may not be consummated, for reasons within or without the Buyer's control, that the Buyer, in its sole discretion, may determine not to consummate the Buyer's IPO and that, if consummated, the Buyer's IPO may be consummated on terms and conditions other than those disclosed in the Registration Statement. In the event the Buyer's IPO is not consummated, the Buyer shall have no liability or obligation to the Seller under this Agreement, the shareholders or any other party whatsoever as a result thereof, whether or not the Closing occurs.
Sample 1
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THE BUYER'S IPO. The Shareholder acknowledges that the Buyer filed with the United States Securities and Exchange Commission a Registration Statement on Form S-1 an August 8, 1997 (the "Registration Statement"), relating to a proposed initial public offering of the Buyer's common shares (the "Buyer's IPO"). The Shareholder further acknowledges that the Buyer's IPO may or may not be consummated, for reasons within or without the Buyer's controls that the Buyer, in its sole discretion, may determine not to consummate the Buyer's IPO and that, if consummated, the Buyer's IPO may be consummated on terms and conditions other than those disclosed in the Registration Statement.
Sample 1

Related to THE BUYER'S IPO

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Buyer’s Closing Documents On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, “Buyer’s Closing Documents”):

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

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