The Definitive Agreement Sample Clauses

The Definitive Agreement. The Definitive Agreement shall contain terms, conditions, representations, warranties and covenants customary and appropriate for transactions of the type contemplated, including those summarized herein, together with a commitment on behalf of Xxxxxxx to issue a favorable recommendation to its shareholders with respect to the Offers, such obligation being subject to the Xxxxxxx-Xxx. Board of Directors' fiduciary duties under applicable law. The Definitive Agreement may be terminated at any time by mutual consent of the parties, or, among other circumstances, unilaterally by either party (provided that such party is not then in breach of the Definitive Agreement) if (a) the closing of the Transactions has not occurred by August 31, 1999, or (b) there has been a material adverse change in the business, financial condition, assets, liabilities, results of operations or prospects of the other party. Notwithstanding the foregoing, if the closing of the Transactions has not occurred by August 31, 1999 due to delays in obtaining governmental or regulatory approvals of the transactions contemplated hereunder, then the parties agree to extend the term of the Definitive Agreement for up to an additional 30 calendar days to allow the process of obtaining such approvals to be completed.
Sample 1
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The Definitive Agreement. It is contemplated that the Affiliation will be consummated pursuant to a definitive agreement containing terms and conditions generally applicable to transactions of this type (the "Definitive Agreement"). It is understood that the terms and conditions of the Definitive Agreement will include, among other things, the following: a. Structure and Use of Century Name. ---------------------------------- The Affiliation will be effected by means of a merger of Century with and into Bancshares, with Century's wholly-owned banking subsidiary, Century National Bank and Trust Company ("CNB"), remaining as an independent subsidiary of Bancshares for not less than six (6) months after consummation of the merger. It is expected that the financial benefits of consolidating CNB with one of Bancshares' banking subsidiaries, The Citizens Banking Company ("Citizens"), will dictate a long-term structure in which CNB will be operated as an independent division of Citizens, retaining the valuable Century name. As a division of Citizens, CNB will continue to operate its existing group of offices as autonomously as possible, receiving significant support from Bancshares. In recognition of the profitable growth that is associated with Century, the Affiliation will permit Century's name to remain predominate on an ongoing basis in its marketplace. b.
Sample 1
The Definitive Agreement. This is a letter of intent only and a contract between the parties will be entered into only by execution of a definitive agreement mutually acceptable to the parties, such as an Agreement of Purchase and Sale (the “Definitive Agreement”). Seller’s Real Estate Broker, Twin Creeks Realty, LLC (“Broker”), will prepare the Definitive Agreement. The Definitive Agreement will reflect the provisions contained herein, as subsequently modified by negotiations and due diligence findings. The Definitive Agreement will include other terms and provisions, including but not limited to, representations, warranties and indemnifications, rights, obligations, terms and conditions of closing pursuant to the terms of the Definitive Agreement.
Sample 1
The Definitive Agreement. The Definitive Agreement shall contain terms, conditions, representations, warranties and covenants customary and appropriate for transactions of the type contemplated, including those summarized herein, together with a commitment on behalf of Presxxx xx issue a favorable recommendation to its shareholders with respect to the Offer, such obligation being subject to the Presxxx-Xxx. Board of Directors' fiduciary duties under applicable law. The Definitive Agreement may be terminated at any time by mutual consent of the parties, or, among other circumstances, unilaterally by either party (provided that such party is not then in breach of the Definitive Agreement) if (a) the closing of the Transactions has not occurred by June 30, 1999, or (b) there has been a material adverse change in the business, financial condition, assets, liabilities, results of operations or prospects of the other party.
Sample 1
The Definitive Agreement. To the knowledge of the Corporation, the Pitarrilla project and the mining rights of SSR Durango, S.A. de C.V., as disclosed in the Definitive Agreement, constitute an accurate description of the Pitarrilla project and all mining rights and other rights held by SSR Durango, S.A. de C.V., and the Corporation does not know of any claim or the basis of any claim, including a claim with respect to aboriginal or native rights, that might or could have a Material Adverse Effect on the right thereof to use, transfer or otherwise explore for mineral deposits on such Pitarrilla project. Following completion of the Acquisition, the Corporation will hold through SSR Durango, S.A. de C.V., directly or indirectly, all mining rights held directly or indirectly by SSR Durango, S.A. de C.V. and such mining rights have been validly registered and recorded in accordance in all material respects with all applicable laws and are valid and subsisting; the Corporation will have or will obtain all necessary surface rights, access rights and other necessary rights and interests relating to the Pitarrilla project granting the Corporation or any of its current or future subsidiaries the right and ability to access, explore for, mine and develop the mineral deposits as are appropriate in view of the rights and interests therein of the Corporation, with only such exceptions as do not unreasonably interfere with the use made by SSR Durango, S.A. de C.V., of the rights or interests so held, and, each of the mining rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of SSR Durango, S.A. de C.V., or a wholly-owned direct or indirect subsidiary of SSR Durango, S.A. de C.V., except where the failure to be in good standing would not have a Material Adverse Effect on SSR Durango, S.A. de C.V.;
Sample 1
The Definitive Agreement. The Definitive Agreement will contain, among others, the following terms and conditions: (a) the terms of the disposition or exchange of outstanding share purchase warrants and stock options and any outstanding debt of MediaXP; (b) the management or board roles of both parties; (c) that the obligations of Xxxxx and MediaXP thereunder to complete the Proposed Transaction shall be conditional on, among other things, receipt of all required third party approvals such as, court, regulatory and shareholder approvals; (d) that each party shall use commercially reasonable effort to obtain any required third party approvals (e) for non-solicitation provisions comparable to those set forth in section 4 of this Letter of Intent. (f) approval by the board of directors of both Xxxxx and MediaXP; (g) Each party shall have completed their due diligence to its satisfaction, acting reasonably; and
Sample 1
The Definitive Agreement. 5.1 Immediately after the execution of this MOU the Parties will negotiate the terms of the definitive agreement and its annexes in good faith (the “Definitive Agreement”) and will invest their best efforts to execute the Definitive Agreement within 45 days as of the execution of this MOU. 5.2 In the event that the Parties are not successful in executing the Definitive Agreement for any reason whatsoever, this MOU will be terminated and become null and void and will not bind the Parties in any way except for the confidentiality clause which will be binding upon the Company and Artsys. 5.3 Notwithstanding the generality of the foregoing, this MOU will terminate with immediate effect upon the signing of the Definitive Agreement.
Sample 1
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The Definitive Agreement. The Definitive Agreement shall contain terms, conditions, representations, warranties and covenants customary and appropriate for transactions of the type contemplated, including those summarized herein, together with a commitment on behalf of Presley to issue a favorable xxxxxxxndation to its shareholders with respect to the Offer, such obligation being subject to the Presley-Del. Board of Directoxx' xxxxxxxry duties under applicable law. The Definitive Agreement may be terminated at any time by mutual consent of the parties, or, among other circumstances, unilaterally by either party (provided that such party is not then in breach of the Definitive Agreement) if (a) the closing of the Transactions has not occurred by June 30, 1999, or (b) there has been a material adverse change in the business, financial condition, assets, liabilities, results of operations or prospects of the other party.
Sample 1
The Definitive Agreement. The Definitive Agreement will include the ------------------------ customary representations, warranties, and undertakings made by buyers and seller in transactions of this type and will contain customary conditions that must be satisfied on or prior to the Closing Date. Xxxxx and Seller agree that the deadline to enter into Definitive Agreement should be forty five (45) days form the date of acceptance of this Letter of Intent. Buyer and Seller will jointly file an application requesting FCC approval of the assignment of the Stations' licenses to Buyer as contemplated herein no late that five (5) business days after execution of the Definitive Agreement, unless the parties agree in the Definitive Agreement to a later date pursuant to LMA and tax free exchange provisions in the Definitive Agreement.
Sample 1

Related to The Definitive Agreement

  • Definitive Agreement This Agreement and the Pricing Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof and thereof.

  • Definitive Agreements We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

  • Restricted Definitive Note to Unrestricted Definitive Note In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

  • Restricted Definitive Notes to Unrestricted Definitive Notes Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

  • Definitive Documentation (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

  • Restricted Definitive Notes to Restricted Definitive Notes Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

  • Definitive Documents 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

  • Unrestricted Definitive Securities to Unrestricted Definitive Securities A Holder of an Unrestricted Definitive Security may transfer such Unrestricted Definitive Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions from the Holder thereof.

  • Unrestricted Definitive Notes to Unrestricted Definitive Notes A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

  • Restricted Global Note to Unrestricted Definitive Note In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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