Examples of Acquisition Subs in a sentence
The Parent and Acquisition Sub agree to indemnify and hold harmless the Company from and against, without duplication, all Losses arising out of or in connection with any action or proceeding as a result of or arising in connection with the breach of any of the Parent or Acquisition Sub's representations, warranties or agreements contained in the Transaction Documents.
If, at any time after the First Effective Time, any further action is determined by Parent, the Initial Surviving Corporation or the Surviving Company to be necessary to carry out the purposes of this Agreement, the officers and directors of Parent shall (in the name of Acquisition Subs, in the name of the Company or otherwise) be fully authorized to take such action.
Stockholder acknowledges and agrees that Acquisition Sub's obligation to accept for payment shares of Company Common Stock validly tendered in the Offer, including any Subject Shares validly tendered by Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer.
At Acquisition Sub's --------------------- option, subject to Section 9.2 hereof, the Merger may be structured so that any direct or indirect wholly owned subsidiary of The General Electric Company, p.l.c. ("GEC, p.l.c.") (or the successor to the non-defense business of GEC, ----------- p.l.c.) other than Acquisition Sub is merged with and into the Company; provided -------- that Parent shall continue to be responsible for its and Acquisition Sub's obligations hereunder.
Such loan shall not be interest bearing and, at Acquisition Sub's option, shall be secured by a pledge of the shares of Company Common Stock acquired upon exercise of such Right.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that any or all of the Acquisition Sub's respective rights, interests and obligations hereunder may be assigned by the Acquisition Sub to any other direct or indirect wholly owned subsidiary of Purchaser.
Each Shareholder hereby acknowledges and agrees that Acquisition Sub's obligation to accept for payment and pay for the Shares in the Offer is subject to the terms and conditions of the Offer.
If an event of the type listed in clause (f) of Annex A hereto shall have occurred and, as a consequence thereof, the Parent's and the Acquisition Sub's financing for the Offer is withdrawn or otherwise unavailable, and if the other conditions to the Offer have otherwise been satisfied, the Parent will use reasonable best efforts to arrange alternative financing for the Offer (provided that the terms thereof are not materially worse than those available to it previously).
It is accordingly agreed that, in addition to any other remedy that a party hereto may have under law or in equity, in the event of any breach or threatened breach by Parent, the Acquisition Subs or the Company of any covenant or obligation of such party contained in this Agreement, the other parties shall be entitled to obtain (i) an Order of specific performance to enforce the observance and performance of such covenant; and (ii) an injunction restraining such breach or threatened breach.
Before signing this Guaranty, Guarantor investigated the financial condition and business operations of Acquisition Sub and such other matters as Guarantor deemed appropriate to assure itself of Acquisition Sub's ability to discharge its obligations under the Loan Documents.