Action by the Buyer Sample Clauses

The "Action by the Buyer" clause defines the specific actions, decisions, or approvals that the buyer is required or permitted to take under the agreement. This may include providing written notice of acceptance, making payments, or approving deliverables within certain timeframes. By clearly outlining the buyer's responsibilities and the procedures for their actions, this clause ensures that both parties understand the buyer's role and helps prevent disputes arising from misunderstandings or delays.
Action by the Buyer. From the date hereof until the Closing, the Buyer will use commercially reasonable efforts, and the Seller will reasonably cooperate with the Buyer, to secure all Consents, from third parties as shall be required, on behalf of the Buyer, in order to enable the Buyer to effect the transactions contemplated hereby and by the Supply Agreement, the Note, the Security Agreement and the Press Note, and the Buyer will otherwise use its commercially reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof and thereof. The Buyer will use best efforts to satisfy the conditions of the borrowing set forth in the Commitment Letters or, if such conditions are not satisfied and such borrowing does not occur, to obtain, as promptly as practicable, alternative financing upon substantially similar terms.
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Action by the Buyer. The Buyer, acting through its Board of Directors, shall, in accordance with the California General Corporation Law and the Securities Exchange Act: (i) as soon as practicable, duly call, give notice of, convene and hold the Special Buyer Meeting for the purpose of adopting and approving this Agreement, the Merger Agreement and the Merger; (ii) include in the Definitive Buyer Proxy Materials the conclusion and recommendation of the Board of Directors to the effect that the Board of Directors, having determined that this Agreement, the Merger Agreement and the Merger are in the best interests of the Buyer and its stockholders, has approved this Agreement, the Merger Agreement and the Merger and recommends that the stockholders of the Buyer vote in favor of the approval and adoption of this Agreement, the Merger Agreement and the Merger; (iii) use its reasonable best efforts to obtain the necessary approval and adoption of this Agreement, the Merger Agreement and the Merger by the stockholders of the Buyer; and (iv) as sole stockholder of the Transitory Subsidiary, shall adopt and approve this Agreement, the Merger Agreement and the Merger.
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Action by the Buyer. From the date hereof until the Closing, the Buyer will use commercially reasonable efforts, and the Seller will cooperate with the Buyer, to secure all Consents, from third parties as shall be required, on behalf of the Buyer, in order to enable the Buyer to effect the transactions contemplated hereby and by the Ancillary Documents, and the Buyer will otherwise use commercially reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof and thereof.
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Action by the Buyer. At the Closing the Buyer will (i) pay the Purchase Price as provided in Section 2.2 and (ii) deliver to the Selling Parties such instruments of assumption to evidence the assumption by the Buyer pursuant to Section 3.1(b) of the Assumed Contracts.
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Action by the Buyer. Subject to the terms and conditions herein contained, on the Closing Date, the Buyer shall deliver to the Company (in addition to the documents and instruments to be delivered by it pursuant to Articles 3 and 9 hereof): (a) the Buyer Shares representing the Purchase Price for the Purchased Assets, plus or minus any adjustment; and 2 (b) the Employment Agreement.
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Related to Action by the Buyer

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

  • Termination by the Company This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

  • Termination by the HSP (a) The HSP may terminate this Agreement at any time, for any reason, upon giving 6 months’ Notice (or such shorter period as may be agreed by the HSP and the Funder) to the Funder provided that the Notice is accompanied by: satisfactory evidence that the HSP has taken all necessary actions to authorize the termination of this Agreement; and a Transition Plan, acceptable to the Funder, that indicates how the needs of the HSP’s clients will be met following the termination and how the transition of the clients to new service providers will be effected within the six-month Notice period. (b) In the event that the HSP fails to provide an acceptable Transition Plan, the Funder may reduce Funding payable to the HSP prior to termination of this Agreement to compensate the Funder for transition costs.