Tender and Voting Agreements definition

Tender and Voting Agreements shall have the meaning ascribed to such term in the Merger Agreement.
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Tender and Voting Agreements is defined in Recital E of the Agreement.
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Tender and Voting Agreements is defined in the Recitals.
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Examples of Tender and Voting Agreements in a sentence

  • The Company has taken all action necessary to exempt the Offer, the Merger, this Agreement and the Tender and Voting Agreements and the transactions contemplated hereby and thereby from Section 203 of the DGCL and any other applicable “moratorium,” “fair price,” “business combination,” “control share acquisition” or similar provision of any state anti-takeover Applicable Law.

  • Any Adverse Recommendation Change shall not change the approval of the Company Board of Directors for purposes of causing any state takeover statute or other Law to be inapplicable to the transactions contemplated by this Agreement, including each of the Offer and the Merger, or to the Tender and Voting Agreements.

  • No other state takeover statute or similar statute or regulation applies to or purports to apply to the Offer, the Merger, the Tender and Voting Agreements or the transactions contemplated hereby or thereby.

  • The Company Board has taken all necessary action such that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, as well as the Tender and Voting Agreements and the transactions contemplated thereby, are not and will not be subject to any restrictions under Section 203 of the DGCL.

  • Of the 6,389,544 Shares required to satisfy the Minimum Condition, 1,762,318 Shares, or 27.6% of the Minimum Condition, are required to be tendered pursuant to the Tender and Voting Agreements.

  • This Agreement (including the Schedules, Annexes and Exhibits hereto and the documents and instruments referred to herein) contains the entire agreement among the parties with respect to the Offer, the Merger and related transactions, and supersedes all prior agreements, written or oral, among the parties with respect thereto, other than (a) the Confidentiality Agreement, which shall survive and remain in full force and effect and (b) the Tender and Voting Agreements with the Principal Stockholders.

  • Any Company Board Recommendation Change shall not change the approval of the Company Board for purposes of causing any state takeover statute or other Law to be inapplicable to the transactions contemplated by this Agreement, including each of the Offer and the Merger, or to the Tender and Voting Agreements.

  • See "The Tender Offer--Purposes of the Offer; the Merger Agreement; the Tender and Voting Agreements; the Indemnification Agreements; Dissenters' Rights; Plans for Signal; the Rights" for more information.

  • Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.6, the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement and the Tender and Voting Agreements or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement.

  • Other than those set forth in the Tender and Voting Agreements, no representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied on by any party in entering into this Agreement.


More Definitions of Tender and Voting Agreements

Tender and Voting Agreements means the Tender and Voting Agreements, dated as of May 1, 2008 by and among Autodesk, Inc., Switch Acquisition Corporation and certain holders of one or more shares of Company common stock.
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Related to Tender and Voting Agreements

  • Voting Agreements has the meaning set forth in the Recitals.

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

  • Voting Trust Agreement means the Voting Trust Agreement entered into ---------------------- as of April 15, 1996 by and among Xxxxxx X. Xxxx; Xxxxx X. Xxxx, Xx.; Xxxxx X. Xxxx, Xx.; and F. Xxxxxx Xxxxxxx as the Voting Trustees and the stockholders of LSAI Holding Corp. who are parties thereto.

  • Tender and Paying Agent Agreement means the amended and restated tender and paying agent agreement, dated as of March 15, 2019, by and between the Fund and the Tender and Paying Agent, as amended, modified or supplemented from time to time, or any similar agreement with a successor tender and paying agent.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Lockup Agreement means a Lockup Agreement in the form of Exhibit C hereto.

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

  • Noncompetition Agreements as defined in Section 2.4(a)(iv).

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

  • Support Agreements has the meaning set forth in the Recitals.

  • Non-Competition Agreements has the meaning set out in Section 7.1.1.7;

  • Subordination Agreements means, collectively, any subordination agreements entered into by any Person from time to time in favor of Agent in connection with any Subordinated Debt, the terms of which are acceptable to the Agent, in each case as the same may be amended, restated or otherwise modified from time to time, and “Subordination Agreement” shall mean any one of them.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicers, as provided in Section 2.01 hereof.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Investor Agreement means the Investor and Registration Rights Agreement, dated as of August 10, 2021, by and among the Company, the Peridot Class B Holders and the Li-Cycle Holders.

  • Designation Agreement means a designation agreement entered into by a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted by the Agent, in substantially the form of Exhibit D hereto.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Reservation Agreement means a written contract entered into between MBOH and the taxpayer to provide for a Reservation and setting forth the terms and conditions under which the taxpayer may obtain a Carryover Commitment or Final Allocation.

  • Variation Agreement means the agreement a copy of which is set out in Schedule 2;

  • Transfer Agreements As defined in the Mortgage Loan Sale Agreement. Transferor: Each seller of Mortgage Loans to the Seller pursuant to the Transfer Agreements.