VONS MERGER AGREEMENT AND STOCK REPURCHASE AGREEMENT Sample Clauses

VONS MERGER AGREEMENT AND STOCK REPURCHASE AGREEMENT. On or before the Closing Date Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient copies for each Lender) a fully executed or conformed copy of each of the Vons Merger Agreement and any amendments thereto and the Stock Repurchase Agreement and any amendments thereto accompanied by an Officers' Certificate to the effect that each of the Vons Merger Agreement and the Stock Repurchase Agreement are in full force and effect and no material provision thereof has been modified or waived in any respect.
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VONS MERGER AGREEMENT AND STOCK REPURCHASE AGREEMENT. Company and Vons shall not permit the Vons Merger Agreement or the Stock Repurchase Agreement to be amended, supplemented or modified in any material respect after the date hereof without the consent of Requisite Lenders. Lenders acknowledge (i) in good faith that they have not relied and will not rely upon Repurchased Stock as security, direct or indirect, in the extension or maintenance of the credit facilities under this Agreement and (ii) that Repurchased Stock shall not be subject to the provisions of subsection 9.1 or 9.4 or subject to any restriction contained in any agreement or instrument between Company and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of subsection 10.2.

Related to VONS MERGER AGREEMENT AND STOCK REPURCHASE AGREEMENT

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • 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.

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Acquisition Agreement Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Investment Agreement AUGUST.2017 12

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

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