Unified Agreement. Refers to the Unified State Authorization Reciprocity Agreement, which is signed by the four regional compacts to participate in NC-XXXX: the Midwestern Higher Education Compact (MHEC), the New England Board of Higher Education (NEBHE), the Southern Regional Education Board (SREB), and the Western Interstate Commission for Higher Education (WICHE).
Unified Agreement. This Agreement sets forth the terms of the Joint Venture and serves as the Operating Agreement of the Company.
Unified Agreement. The parties intend that the provisions hereof constitute a unified agreement, and that although certain events shall occur on different dates or at different times, it is the intention of the parties that none of the transactions be given permanent effect unless the Initial Public Offering shall have been consummated.
Unified Agreement. The Settling Parties have bargained in good faith to reach the agreement set forth herein. The Settling Parties intend the Settlement Agreement, to be interpreted as a unified, interrelated agreement. The Settling Parties agree that no provision of this Settlement Agreement shall be construed against any Settling Party because a particular party or its counsel drafted the provision.
Unified Agreement. The parties intend that the provisions hereof constitute a unified agreement, and that although certain events shall occur on different dates or at different times, it is the intention of the parties that none of the transactions be given permanent effect unless the Initial Public KANBAY INTERNATIONAL, INC. -4- RECAPITALIZATION AGREEMENT Offering shall have been consummated. Consequently, in the event that the Initial Public Offering has not been consummated on or before the date that is ninety (90) days following the Restatement Date, then the parties (unless they otherwise unanimously agree) intend that this Agreement shall become null and void, and of no further force or effect (except that such nullification shall not limit any right of enforcement of, or for damages in connection with any breach of this Agreement on the part of any party). In the event that this Agreement shall terminate as herein specified and certain partial performances hereunder shall have been completed by the parties hereto (by way of example only, the Amended and Restated Certificate shall have been made effective but the Initial Public Offering is not consummated), the parties severally covenant and agree to take any and all action, including without limitation any and all necessary votes of stockholders, and to file any and all instruments and documents, including without implied limitation such amendments to or restatements of the then-current charter of the Company as on file with the Secretary of State of Delaware, as shall be necessary, appropriate or, upon the reasonable request of any party hereto, desirable in order to restore all parties to their respective rights and obligations immediately prior to the effectiveness of the Conversion, the Recapitalization and the Stock Split. Without implied limitation, such actions may include the re-establishment of the capital structure of the Company as in effect prior to the Conversion, the Recapitalization, and the Stock Split. At any time prior to the effectiveness of the Recapitalization Amendment or the Amended and Restated Certificate, the Board of Directors may abandon the Recapitalization Amendment or the Amended and Restated Certificate without further action by the stockholders of the Company.
Unified Agreement. It is understood by the Parties that this Settlement Agreement is a unified agreement and, if any provision hereof is held invalid or unenforceable, such holding shall invalidate and render unenforceable all other provisions hereof. Notwithstanding, the Parties may agree to amend the Agreement in a writing signed by both Parties and approved by the Court.
