Xxxxxx Distribution Agreement Sample Clauses

Xxxxxx Distribution Agreement. Fol- lowing such time as (i) GM has determined a Xxxxxx Distribution Ratio as contemplated by Section 1.1 above and (ii) each of the GM Financial Advisor Fairness Opinions has been rendered as contemplated by Section 1.1 above, GM and Merger Sub shall en- ter into the Xxxxxx Distribution Agreement, which shall include the Xxxxxx Distribution Ratio as so determined. Following such time, if any, as (A) an adjusted Xxxxxx Distribution Ratio has been determined in order to avoid the determination described in Section 5.1(e) hereof or Section 4(a)(i) of the Xxxxxx Dis- tribution Agreement and (B) GM has received each of the GM Fi- nancial Advisors Opinions with respect thereto, GM shall, and shall cause Merger Sub to, amend the Xxxxxx Distribution Agree- ment to reflect the Xxxxxx Distribution Ratio as so adjusted.
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Xxxxxx Distribution Agreement. .... 2 Section 1.3 GM Stockholder Approval Process........ 2 Section 1.4

Related to Xxxxxx Distribution Agreement

  • Distribution Agreement This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company. The transactions contemplated by this Agreement have been duly authorized by the Company.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Xxxxxx Agreement Xxxx Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreement, written or oral, with respect thereto.

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

  • Single Agreement All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions.

  • Addition of Trust as Party to Distribution Agreement Pursuant to Section 1 of the Distribution Agreement, each of the undersigned parties hereby acknowledges and agrees that the Trust, upon execution hereof by the Trust and the other parties to the Distribution Agreement (other than any other trusts organized in connection with the Registration Statement that are party thereto as of the date hereof), shall become a Trust for purposes of the Distribution Agreement in accordance with the terms thereof, in respect of the Notes, with all the authority, rights, powers, duties and obligations of a Trust under the Distribution Agreement. The Trust confirms that any agreement, covenant, acknowledgment, representation or warranty under the Distribution Agreement applicable to the Trust is made by the Trust at the date hereof, unless another time or times are specified in the Distribution Agreement, in which case such agreement, covenant, acknowledgment, representation or warranty shall be deemed to be confirmed by the Trust at such specified time or times.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

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