Integral Part of Transactions Clause Samples

Integral Part of Transactions. The parties acknowledge that the agreements contained in this Section 10.04 are an integral part of the transactions contemplated by this Agreement and that without these agreements, the parties would not have entered into this Agreement.
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Integral Part of Transactions. The parties hereto acknowledge and agree that the covenants and agreements contained in paragraph 1 hereof are an integral part of CMB and CMIH’s willingness to enter into the Voting Agreement and the Transactions, and that any amounts payable pursuant to paragraph 1 do not constitute a penalty. Accordingly, if the Company fails to pay any amount due pursuant to this letter agreement, the Company shall also pay any out-of-pocket fees, costs, expenses and disbursements (including out-of-pocket legal fees, costs, expenses and disbursements) incurred by CMB and CMIH in connection with a legal action to enforce this letter agreement that results in a judgment for such amount against the Company for failing to promptly pay such amount. Any amount not paid when due pursuant to this letter agreement shall bear interest from the date such amount is due until the date paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition in effect on the date of such payment, plus 2%.
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Related to Integral Part of Transactions

  • Support of Transaction Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Merger.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Effect of Transactions Neither the execution of this Agreement nor the approval or consummation of the Transactions (whether alone or together with any other event (such as a termination of employment)) will: (i) result in any payment or benefit becoming due to any Service Provider under any MAMP Benefit Plan or MAMP Service Agreement; (ii) increase benefits otherwise payable or due under any MAMP Benefit Plan or MAMP Service Agreement or require the funding of any amounts under any MAMP Benefit Plan or MAMP Service Agreement; or (iii) result in any acceleration of the time of payment or vesting of any such benefits to any material extent.

  • As Of Transactions For purposes of this Article M, the term “

  • Settlement of Transactions 1. The Company shall proceed to a settlement of all transactions upon execution of such transactions. 2. An online statement of Account will be available for printing to the Client on the Trading Platform of the Company, at all times.