Examples of Parallel Agreement in a sentence
If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement.
Notwithstanding anything in this Agreement to the contrary, any shares acquired by Stockholder after the date hereof and prior to the termination of this Agreement from any Person who is obligated under an agreement among such Person, Parent and Merger Sub, which Agreement is substantially similar to this Agreement (a “Parallel Agreement”) that do not constitute “Shares” under such Parallel Agreement shall not constitute Shares under this Agreement for any purpose.
The foregoing sentence shall not apply to any shares acquired by Stockholder after the date hereof and prior to the termination of this Agreement from any Person who is obligated under a Parallel Agreement that do not constitute “Shares” under such Parallel Agreement.
In the event that Buyer terminates the Parallel Agreement pursuant to Section 4.1.1(a) of the Parallel Agreement, Buyer shall be deemed to have terminated this Agreement pursuant to this Section 4.1.1(a) and the Deposit shall be returned to Buyer.
If Buyer terminates the Parallel Agreement under Section 3.5 of the Parallel Agreement, this Agreement shall automatically terminate (other than the provisions that expressly survive termination) and the Deposit, less the Independent Consideration, shall be returned to Buyer.
In the event Buyer exercises any acceleration or extension right under the Parallel Agreement or Buyer or Seller exercises an extension right under Section 5.1 or 5.2 of the Parallel Agreement, Buyer or Seller, as applicable, shall be deemed to have made the same election under this Agreement.
For the avoidance of doubt, in connection with the Parallel Agreement the seller thereunder will be required to deliver substantially similar opinions and certificates as were require hereunder.
In the event Seller terminates the Parallel Agreement in accordance with Section 4.5 of the Parallel Agreement, this Agreement shall automatically terminate and the parties shall apply the provisions of clauses (a) through (d) in this Section 4.5 in the same manner as the parties are applying clauses (a) through (d) of Section 4.5 of the Parallel Agreement.
In the event Buyer terminates the Parallel Agreement in accordance with Section 4.4 of the Parallel Agreement, this Agreement shall automatically terminate and the parties shall apply the provisions of clauses (a) through (d) in this Section 4.4 in the same manner as the parties are applying clauses (a) through (d) of Section 4.4 of the Parallel Agreement.
Similarly, if Buyer terminates this Agreement under Section 3.5, above, the Parallel Agreement shall automatically terminate (other than the provisions that expressly survive termination) and the Deposit, less the Independent Consideration, shall be returned to Buyer under the Parallel Agreement.