Examples of ACC Agreement in a sentence
Each party hereto agrees to cooperate reasonably with each other party in connection with the preparation and filing of the S-4 Registration Statement and Information Statement/Prospectus, and of the registration statement and the proxy statement/prospectus to be used in connection with the ACC Agreement, including providing information to the other party with respect to itself as may be reasonably required in connection therewith.
None of the Company or any of its Subsidiaries is in breach in any material respect of any of their respective representations, warranties, covenants or agreements contained in the ACC Agreement.
Between the date of this Agreement and the Effective Time, neither Parent nor any Subsidiary of Parent (excluding any employee benefit plan, or related trust, of Parent or its Subsidiaries) will purchase or otherwise acquire any shares of the capital stock of either the Company or ACC (except pursuant to the terms of this Agreement or as provided in the ACC Agreement).
Each of the parties shall use all reasonable efforts to cause each of (i) the Merger and (ii) the merger contemplated by the ACC Agreement to constitute a tax-free "reorganization" under Section 368(a) of the Code.
The transactions contemplated by the ACC Agreement shall have been consummated in accordance with the terms of such agreement or such agreement shall have been terminated and, prior thereto, the transactions contemplated by the US Wats Agreement shall have been consummated in accordance with the terms of such agreement or such agreement shall have been terminated.
Other than the ACC Agreement, MFI is not in default or in breach of any Contract to which it is a party and there exists no condition, event or act which, with the giving of notice or lapse of time or both would constitute such a default or breach and all such Contracts are in good standing and in full force and effect unamended and MFI is entitled to all benefits thereunder.
As of the date hereof, to the knowledge of the Company, ACC is not in breach in any material respect of any of its representations, warranties, covenants or agreements contained in the ACC Agreement.
I/We have read and agree to be bound by the Terms and Conditions of SHCIL’s ACC Agreement.
None of the parties will knowingly take any action, and none of the parties will permit any of its Subsidiaries or Affiliates knowingly to take any action, that would cause either (i) the 39 44 Merger or (ii) the merger contemplated by the ACC Agreement to fail to qualify as tax-free reorganizations under Section 368(a) of the Code.
NCWS may terminate the ACC Agreement on 90 days’ prior written notice to ACC in the event a Section 7.3(b) Event occurs with respect to ACC, and may terminate the DCS Agreement upon 90 days’ prior written notice to DCS in the event a Section 7.3(b) Event occurs with respect to DCS.