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.

  • 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.

  • 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.

  • In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of Shares, stock split, stock dividend, spin-off, rights offering or other events affecting Shares of the Company, the number and class of Shares then subject to options previously granted under this Plan, and the price per Share payable upon exercise of such options, shall be equitably adjusted by the Committee to reflect the change.

  • 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.

  • 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.

  • 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.

  • 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 Mergers and the other transactions contemplated by this Agreement or any Company Ancillary Agreement.

  • No other actions or proceedings on the part of the Company other than the Stockholder Approval are necessary to authorize the execution, delivery and performance of this Agreement and each other Company Ancillary Agreement or to consummate the transactions so contemplated.


More Definitions of Company Ancillary Agreement

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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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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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 or an Affiliate of Buyer under this Agreement or in connection herewith, including the Escrow Agreement.

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

  • Ancillary Agreements means the Assignment and Assumption Agreement, the Xxxx of Sale, the IP Assignment Agreement, the Confidentiality Agreement, the Transition Services Agreement and the other documents, instruments, exhibits, annexes, schedules or certificates contemplated hereby and thereby.

  • 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.

  • 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.

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

  • this Agreement “hereof” and “hereunder” refer to this Agreement whether in its original form or as from time to time added to varied or amended.

  • Affiliation Agreement means a written agreement between a chartered program and any person that sets forth the roles and responsibilities of the parties, is signed by the individuals with authority to sign contracts, and provides for any of the following:

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

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

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

  • Related Agreements means all agreements, instruments and documents executed and delivered under this Agreement or in connection herewith.

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