Certain Agreements and Instruments Clause Samples

Certain Agreements and Instruments. Surviving Corporation shall have received at the Closing the agreements, documents and instruments to be delivered to Surviving Corporation by Shareholders of the Merged Corporation at the Closing pursuant to this Agreement, and all other obligations that are required to be performed by Shareholders of the Merged Corporation shall have been performed.
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Certain Agreements and Instruments. Newco and Sellers shall have received at the Closing, the agreements, documents and instruments referred to in Article V to be executed and delivered to Newco and Sellers by Purchaser, Sellers and other third parties at the Closing.
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Certain Agreements and Instruments. Simultaneously with the execution and delivery of this Agreement, the Parent is: (a) entering into an Employment Agreement with Regina R. Flood; (b) entering into a Stock Option ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Regina R. Flood; (▇) entering into an Employment Agreement with Brian P. Flood; (d) entering into a Stock Option A▇▇▇▇▇▇▇▇ ▇▇▇▇ Brian P. Flood; (e) entering into a Modification A▇▇▇▇▇▇▇▇ ▇▇▇▇ the Company and Charles H. DeVries; (f) pursuant to the Modificati▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇uting together with the Company a promissory note to the order of Charles H. DeVries; (g) pursuant to the Modificati▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ing Warrants to Charles H. DeVries; and (h) for certain consulting ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to the Company, issuing Warrants to James A. Rose, II.
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Certain Agreements and Instruments. Buyer shall have received at the ---------------------------------- Closing the agreements, documents and instruments to be delivered to Buyer by Seller at the Closing pursuant to this Agreement, and all other obligations referred to in Section 3(b) that are required to be performed by Seller shall have been performed.
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Certain Agreements and Instruments. Bank shall have received at ---------------------------------- the Closing the agreements, documents and instruments referred to in Article IV to be delivered to the Bank and Imperial Bancorp by IFG at the Closing.
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Certain Agreements and Instruments. Purchaser shall have received at the Closing, the agreements, documents and instruments referred to in Article V to be executed and delivered to Purchaser by Newco, Sellers and other third parties at the Closing.
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Certain Agreements and Instruments. IFG and Crown shall have ---------------------------------- received at the Closing the agreements, documents and instruments referred to in Article IV to be delivered to each of them by the Bank and Imperial Bancorp at the Closing.
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Certain Agreements and Instruments. Purchaser shall have received the agreements, documents and instruments referred to in Section 2.9 (Duly Endorsed Stock Certificates, Secretary’s Certificate, resignations, etc.) to be delivered to Purchaser by the Stockholders and/or the Company at Closing.
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Related to Certain Agreements and Instruments

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Certain Additional Agreements (a) The Company may require each Selling Holder to furnish to the Company in writing such information required in connection with such registration regarding such Selling Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any Selling Holder who fails to furnish such information within a reasonable time after receiving such request. (b) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(c)(iii) or (c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that (i) in no event shall such discontinuance exceed the time period set forth in Section 2.1(e) hereof, and (ii) the Company shall extend the time periods under Section 2.1 and Section 2.2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the Holder is required to discontinue disposition of such securities. (c) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement.

  • Compliance with Laws and Instruments The business, products and operations of the Company have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a material adverse effect on the Condition of the Company. The execution, delivery and performance by the Company of the Merger Documents and the consummation by the Company of the transactions contemplated by this Agreement: (a) will not cause the Company to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of the Certificate of Incorporation or By-laws of the Company, (b) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, except as would not have a material adverse effect on the Condition of the Company and (c) will not result in the creation or imposition of any Lien upon any property or asset of the Company. The Company is not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its Certificate of Incorporation or By-laws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of the Company, any other material agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected.

  • Authority; Compliance With Other Agreements and Instruments and Government Regulations The execution, delivery and performance by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

  • Reliance Upon Documents and Instructions The Custodian shall be entitled to rely upon any certificate, notice or other instrument in writing received by it and reasonably believed by it to be genuine. The Custodian shall be entitled to rely upon any Written Instructions actually received by it pursuant to this Agreement.