Simultaneous Agreement Clause Samples

A Simultaneous Agreement clause establishes that two or more related agreements are to be executed and become effective at the same time. In practice, this means that the parties will not be bound by one agreement unless the other related agreements are also signed, such as in transactions involving a purchase agreement and a separate escrow agreement. This clause ensures that all interconnected obligations commence together, thereby preventing a party from being obligated under one contract without the assurance that the corresponding agreements are also in force.
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Simultaneous Agreement. This Agreement is entered into simultaneously with a Stockholder Agreement among Stockholder No. 1, Parent and certain other persons.
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Simultaneous Agreement. The parties acknowledge and agree that this Agreement is being entered into simultaneously with, and is contingent upon, execution of a Restricted Stock Agreement by and between DriveTime Automotive Group, Inc., a Delaware corporation, and the CEO (the “DTAG Agreement”). The terms of the DTAG Agreement are substantially identical to the terms of this Agreement, except that the DTAG Agreement provides for issuance of an identical number of shares of Common Stock of DriveTime Automotive Group, Inc. to the CEO and all provisions governing the DTAG Agreement relate to shares of Common Stock of DriveTime Automotive Group, Inc.. The parties acknowledge and agree that any exercise of redemption rights, rights of first refusal, repurchase rights, put rights, or any other rights, duties or obligations set forth herein with respect to the Remaining Shares shall be exercised simultaneously for an equivalent number of shares of Common Stock of DriveTime Automotive Group, Inc. pursuant to the corresponding provisions of the DTAG Agreement.
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Simultaneous Agreement. Simultaneous with the signing of this agreement, the Town will sign an agreement (“Agreement #2”) with the Abutters setting forth additional terms relating to the Parking Lot, including specific requirements for fencing, buffering, lighting and operation of the Parking Lot. This agreement will not be signed unless and until the Abutters and the Town have agreed to sign Agreement #2.
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Simultaneous Agreement. The parties acknowledge and agree that this Agreement is being entered into simultaneously with, and is contingent upon, execution of a Restricted Stock Agreement by and between DT Acceptance Corporation, an Arizona corporation, and the CEO (the “DTAC Agreement”). The terms of the DTAC Agreement are substantially identical to the terms of this agreement, except that the DTAC Agreement provides for issuance of an identical number of shares of Common Stock of DT Acceptance Corporation to the CEO and all provisions governing the DTAC Agreement relate to shares of Common Stock of DT
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Related to Simultaneous Agreement

  • Entire Agreement; Amendment of this Agreement This Agreement constitutes the entire agreement between the parties with respect to the Funds. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.

  • Amendment or Assignment of Agreement Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

  • Standstill Agreement During the period beginning at the Effective Time and ending on the later of (x) the day the Stockholder Designee is no longer a director and (y) two weeks prior to the deadline for the submission of notices of stockholder nominations or proposals under the Company Bylaws for the 2017 Annual Meeting (the “Standstill Period”), neither of the Stockholders shall, and each of the Stockholders shall cause its Affiliates and Associates under its control or direction, in each case either directly or indirectly, not to: (a) solicit (as such term is used in the proxy rules of the SEC) proxies or consents, become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act or conduct any other type of referendum (binding or non-binding) in each case with respect to, or from the holders of, any shares of Company Common Stock or assist any third party in any solicitation of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of Company Common Stock in each case in opposition to the recommendation or proposal of the Board; (b) seek to call, or to request the calling of, a special meeting of the Company’s stockholders, or make a request for a list of the Company’s stockholders or for any books and records of the Company; (c) except as specifically permitted in Section 3(c) of this Agreement, nominate persons for election to, or seek to remove any person from, the Board or propose any other business at any meeting of the Company’s stockholders or initiate, encourage or participate in any “withhold” or similar campaign with respect to any meeting of the Company’s stockholders; (d) commence, encourage, support or join as a party any litigation, arbitration or other proceeding (including a derivative action) against or involving the Company or any of its current or former directors or officers (including derivative actions) other than to enforce the provisions of this Agreement; (e) seek or propose any merger, acquisition, recapitalization, restructuring, disposition or other extraordinary transaction involving the Company; or (f) take or encourage any action, alone or in concert with others, to (i) form, join or in any way participate in a “group” (as defined under the Exchange Act) (other than a group comprised solely of the Stockholders and their respective Affiliates and Associates) with respect to the Company, (ii) otherwise act, alone or in concert with others, to seek representation on or to control the management, the Board or the policies, strategy, operations or governance of the Company, to control the composition of management or the Board (except as provided in Section 3(c) of this Agreement), (iii) take any action that would or would reasonably be expected to force the Company or either of the Stockholders to make a public announcement regarding any of the types of matters set forth in the foregoing provisions of this Section 4 or (iv) take any action challenging the validity or enforceability of any of the provisions of this Section 4. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the Stockholder Designee from exercising his or her rights and fiduciary duties as a director of the Company. The foregoing provisions of this Section 4 shall not be deemed to prohibit either of the Stockholders from (i) engaging in ordinary course stockholder communications (which may include a Stockholder presenting its opinions) privately with the Company or its Board members or employees or (ii) privately requesting a waiver of any of the foregoing provisions of this Section 4.

  • ENTIRE AGREEMENT, AMENDMENT; NO WAIVER This Agreement and the instruments referenced herein contain the entire understanding of the Company and Investor with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.