Company Ancillary Agreement definition

Company Ancillary Agreement means each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.
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Company Ancillary Agreement has the meaning set forth in Section 2.2.
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Company Ancillary Agreement is defined in Section 3.01.
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Examples of Company Ancillary Agreement in a sentence

  • The Company shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority, whether federal, state, local or foreign, which may be required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement.

  • Company will promptly execute and file, or join in the execution and filing, of any application, notification or any other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority, which may be reasonably required, or which Parent may reasonably request, in connection with the consummation of the Merger or any other transactions contemplated by this Agreement or any Company Ancillary Agreement.

  • Notwithstanding anything in this Section 3.28 or elsewhere in this Agreement to the contrary, nothing in this Agreement shall limit, restrict or waive in any manner, or be used as a defense against, the right of any Parent Indemnified Party to (a) rely on and enforce the representations, warranties, covenants and agreements contained in this Agreement or any Company Ancillary Agreement as set forth herein and therein, or (b) pursue any claim for fraud, intentional misrepresentation or willful breach.

  • The Company shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority, whether federal, state, local or foreign, which may be reasonably required, or which Acquiror may reasonably request, in connection with the consummation of the Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement.

  • Company will promptly advise Parent in writing of any (a) event occurring subsequent to the Agreement Date that would render any representation or warranty of Company contained in this Agreement, if made on or as of the date of such event or the Closing Date, untrue or inaccurate, (b) breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement, or (c) Material Adverse Change in Company.

  • No consent or approval of any third party is required to ensure that, following the Effective Time, any Company Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Merger or by any other transaction called for by this Agreement or any Company Ancillary Agreement.

  • Neither Company’s or the Principal Shareholders’ entering into this Agreement nor the consummation of the Merger or any other transaction contemplated by this Agreement or any Company Ancillary Agreement will give rise to, or trigger the application of, any rights of any third party that would come into effect upon the consummation of the Merger.

  • Company will promptly advise Parent in writing of any (a) event occurring subsequent to the Agreement Date that would render any representation or warranty of Company contained in this Agreement, if made on or as of the date of such event or the Closing Date, untrue or inaccurate, (b) breach of any covenant or obligation of Company pursuant to this Agreement or any Company Ancillary Agreement, or (c) Material Adverse Change in Company.

  • Neither Company's entering into this Agreement nor the consummation of the Merger or any other transaction contemplated by this Agreement or any Company Ancillary Agreement will give rise to, or trigger the application of, any rights of any third party that would come into effect upon the consummation of the Merger.

  • Each party hereto waives the right to a trial by jury in any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Company Ancillary Agreement, any Seller Ancillary Agreement or any Buyer Ancillary Agreement or the transactions contemplated hereby or thereby.


More Definitions of Company Ancillary Agreement

Company Ancillary Agreement means the Stockholder Support Agreement, Optionholder Support Agreement, Escrow Agreement, Certificate of Merger, the Representative Agreement and the Company Certificates.
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Company Ancillary Agreement means that certain amended and restated ancillary agreement which is incorporated herein by reference containing certain exhibits regarding closing deliveries to be made by the parties in order to consummate the Transactions, certain schedules attached thereto as referenced herein and specific additions and exceptions to the representations and warranties made by the Company in Article IV of this Agreement, by and among BioMarin, Newco and the Company as of the date of this Agreement.
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Related to Company Ancillary Agreement

  • Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Seller Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller or any Affiliate of the Seller in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Ancillary Document has the meaning assigned to it in Section 9.06(b).

  • Transaction Agreement has the meaning set forth in the recitals.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Separation Agreement has the meaning set forth in the recitals to this Agreement.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • this Agreement and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

  • Affiliation Agreement means any agreement between the Company or any of its Restricted Subsidiaries and a distributor pursuant to which such distributor agrees, among other things, to distribute and exhibit to its subscribers programming of the Company or such Restricted Subsidiary, as the case may be.

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Seller Documents has the meaning set forth in Section 3.2.

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Parent Agreement has the meaning given to it in Clause 12;

  • this Preliminary Agreement means the agreement made hereunder by virtue of the

  • Termination Agreement has the meaning set forth in the Recitals.

  • Related Agreements means the Deeds, each Assignment and Assumption of Lease, the Xxxx of Sale, the Assignment and Assumption Agreement, the Asset Demarcation Agreement, the Easements, the Interconnection Agreements, the Transition Services Agreement, the Release of Mortgage Indenture, the Guaranties, the Escrow Agreement and the other agreements, certificates and documents to be delivered pursuant to this Agreement.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).