CONTEMPLATED THEREBY Sample Clauses
The 'CONTEMPLATED THEREBY' clause defines the scope of actions, rights, or obligations that are specifically anticipated or intended by a referenced agreement or document. In practice, this clause clarifies that any activities, transactions, or responsibilities mentioned as being 'contemplated thereby' are those that the parties have expressly considered and agreed upon within the context of the main contract or related documents. This ensures that only those matters explicitly foreseen by the agreement are covered, helping to prevent disputes over whether certain actions or obligations fall within the intended scope of the contract.
CONTEMPLATED THEREBY. This Subsidiary Borrower Designation may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement.
CONTEMPLATED THEREBY. The Company will notify all Stakeholders of any default of this Agreement by any Stakeholder as soon as practicable after the Company becomes aware of same.
CONTEMPLATED THEREBY. No variation or modification or amendment of this Master Lease and no waiver of any of its provisions or conditions shall be valid unless in writing. Lessor and Lessee have each caused this Master Lease to be duly executed as of the date set forth on the first page hereof. BIOANALYTICAL SYSTEMS, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Lessee FIFTH THIRD BANK, INDIANA (CENTRAL) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: V.P. This Schedule forming a part of the MASTER LEASE between FIFTH THIRD BANK, INDIANA (CENTRAL), Lessor, and BIOANALYTICAL SYSTEMS, INC., Lessee, dated NOVEMBER 15, 2002 (“Master Lease”), NEW MASS SPECTROMETER EQUIPMENT MORE FULLY DESCRIBED ON EXHIBIT A ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ TIPPECANOE EXHIBIT A $1,089,376.00 See attached Exhibit A for a complete description of equipment Total Cost: $1,089,376.00
CONTEMPLATED THEREBY. The Credit Agreement is modified only by the express provisions of this Consent and this Consent shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document except as specifically set forth herein.
CONTEMPLATED THEREBY. FURTHER, THE BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE ADMINISTRATIVE AGENT OR THE LENDERS, OR COUNSEL TO THE ADMINISTRATIVE AGENT OR THE LENDERS, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR THE LENDERS WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. THE BORROWER ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS SECTION.
CONTEMPLATED THEREBY. The holder(s) in whose name the Shares stand on the books of the Company shall be deemed by the Company to be owner(s) thereof for all purposes.
CONTEMPLATED THEREBY. EACH OF THE BORROWER AND THE GUARANTORS HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMME NCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.
CONTEMPLATED THEREBY. In arriving at its recommendation, the Board of Directors gave careful consideration to a number of factors which are described in the enclosed Schedule 14D-9, including, among other things, the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. ("Salomon") to the effect that the $7.75 per share cash consideration to be received by the holders of Common Stock in the Common Stock Offer and the Merger, taken together, is fair to such holders from a financial point of view, and the presentation by ▇▇▇▇▇▇▇ that the per share cash consideration to be received by the holders of Preferred Stock in the Preferred Stock Offer is in an amount that is economically equivalent to the present value of the dividends payable to such holders through, and the price payable to such holders on, the first date that the Preferred Stock becomes optionally redeemable in accordance with its terms. In addition to the attached Schedule 14D-9 relating to the Offers, enclosed is the Offer to Purchase, dated November 24, 1998, of Purchaser, together with related materials, including Letters of Transmittal, to be used for tendering your shares of Common Stock and/or Preferred Stock. These documents set forth the terms and conditions of the Offers and the Merger and provide instructions as to how to tender your shares. I urge you to read the enclosed materials carefully. On behalf of your Board of Directors, I thank you for your support. Sincerely yours, /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇' ▇▇▇▇▇▇ CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONTEMPLATED THEREBY. The execution and delivery of the Trust Agreement by the Owner Trustee and the performance by the Owner Trustee of its obligations under the Trust Agreement have been duly authorized by all necessary action of the Owner Trustee and the Trust Agreement has been duly executed and delivered by the Owner Trustee.
CONTEMPLATED THEREBY. In arriving at its recommendation, the Board of Directors gave careful consideration to the factors described in the attached Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") that is being filed today with the Securities and Exchange Commission. Among other things, the Board of Directors considered the opinion of its financial advisor, Hamb▇▇▇▇▇ & ▇uis▇ ▇▇▇, that the consideration to be received by the holders of Shares in the Offer and Merger is fair to such holders from a financial point of view.