No binding agreement for transfer Clause Samples

No binding agreement for transfer. For the avoidance of doubt, nothing in this agreement will cause a binding agreement for the transfer of shares or the sale of assets to arise unless and until the Conditions have been satisfied and no person will obtain rights in relation to Sale Shares or Consideration Shares as a result of this agreement unless and until the Conditions have been satisfied.
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No binding agreement for transfer. For the avoidance of doubt, nothing in this agreement requires the Seller to transfer the Sale Shares or assign the Existing ▇▇▇ Intercompany Loan Agreement and the Existing ▇▇▇ GSA, unless and until the Conditions have been satisfied or waived in accordance with clause 2.4 and the Buyer does not obtain any rights in relation to the Sale Shares (except to the extent set out in clause 5.1, 5.2 and 5.4) nor does the Assignee acquire any rights in relation to the Existing ▇▇▇ Intercompany Loan Agreement or the Existing ▇▇▇ GSA as a result of this agreement unless and until those Conditions have been satisfied or waived.
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No binding agreement for transfer. For the avoidance of doubt, nothing in this agreement will cause a binding agreement for the transfer of the ▇▇ ▇▇▇▇▇▇ Shares or issue of the Scrip Consideration to arise unless and until the Conditions in clause 3.1 have been satisfied or waived in accordance with clause 3.4 and no person will obtain rights in relation to any shares as a result of this agreement unless and until those Conditions have been satisfied or waived.
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No binding agreement for transfer. For the avoidance of doubt, nothing in this deed will cause a binding agreement for the transfer of shares to arise unless and until the Conditions in Schedule 2 have been satisfied or waived in accordance with clause 2.4 and no person will obtain rights in relation to shares as a result of this deed unless and until those Conditions have been satisfied or waived.
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No binding agreement for transfer. Nothing in this Agreement shall cause a binding agreement for the transfer of the Australian Transferred Equity Interests or any asset of Huntsman Corporation Australia Pty Limited to arise unless and until the condition in Section 4.1(b) relevant to this entity has been satisfied and no person will obtain rights in relation to the Australian Transferred Equity Interests as a result of this Agreement unless and until the condition in Section 4.1(b) has been satisfied.
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Related to No binding agreement for transfer

  • Assignment; Binding Agreement Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.

  • Power; Binding Agreement Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.

  • Successors and Binding Agreement (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

  • Successors; Binding Agreement This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

  • Authorization; Binding Agreement The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, its Subsidiaries and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement.