Agreement to Act Sample Clauses

Agreement to Act. (1) The Escrow Trustee hereby agrees to act as trustee in relation to each Scheme on the terms of this Agreement.
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Agreement to Act. Subject as herein after provided, each of the parties covenants and agrees to execute and deliver, and to cause to be executed and delivered, all such instruments and other documents and, subject to the other provisions hereof, to exercise or cause to be exercised their influence and any and all voting rights held by them, respectively, from time to time, and to do or cause to be done all such other acts and things in order that all provisions of this Agreement shall be fully and effectively carried out, implemented and given effect to in accordance with the terms hereof and all such changes to the Constating Documents, resolutions and other documents governing the Corporation or any subsidiary of the Corporation as may be necessary or desirable to accurately reflect and give effect to the provisions of this Agreement will be made.
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Agreement to Act. LFSL agrees to act as a trustee for each Scheme Creditor in relation to the Trust Assets only in accordance with the terms of this Scheme and acknowledges that with effect from the Effective Time, it shall at all times hold the Trust Assets on trust for the Scheme Creditors for distribution in accordance with the terms of this Scheme until the Trust Completion Date.
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Agreement to Act. 3.1 The Escrow Agent hereby appointed by each of Telewest and Telewest Jersey agrees to act as custodian of and hold in escrow the New Shares as at the Effective Date (or as soon as practicable thereafter) and to distribute New Shares to Shareholders and Share Entitlements to Scheme Creditors in accordance with the terms of each Scheme and this Agreement.
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Agreement to Act. The Escrow Agent agrees to act as escrow ---------------- agent pursuant to the terms of this Agreement.
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Agreement to Act. The Owner covenants and agrees to execute and deliver all such instruments and other documents, and to exercise or cause to be exercised their influence and any and all voting rights attaching to the shares of the Owner (and any other Affiliates, as applicable) or in respect of the directors, officers or management of the Owner and to do or cause to be done by the Owner (and any other Affiliates, as applicable) all such other acts and things in order that the provisions of this Agreement requiring the Owner (and any other Affiliates, as applicable) execute or deliver (or refrain from doing, executing or delivering) any action, instrument or document, as the case may be, shall be fully and effectively implemented in accordance with the terms hereof, including consenting to, approving or otherwise giving effect to this Agreement and the Closing Documents to which the Owner (and any other Affiliates, as applicable) is a party, the performance of the Owner (or any other Affiliates’, as applicable) obligations hereunder and thereunder and the transactions contemplated herein and therein.
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Agreement to Act. Any agreement to take any action described in this subparagraph (g).
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Agreement to Act. Each of the Shareholders, covenant and agree to execute and deliver, or cause to be executed and delivered, all such instruments and other documents, and to exercise or cause to be exercised their influence and any and all voting rights attaching to the Shares held by each of them, respectively, from time to time and to do or cause to be done all such other acts and things in order that all provisions of this Agreement, shall be fully and effectively carried out, implemented and given effect to in accordance with the terms hereof, including, without limitation, consenting to, approving, or other wise giving effect to all such changes to the articles, by-laws, resolutions and other documents governing the Companies as may be necessary or desirable to accurately reflect and give effect to the provisions of this Agreement.
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Agreement to Act. 3.1 With effect from the date of this deed, the Trust Scheme Creditors hereby jointly declare a bare trust absolutely in favour of the Trust Scheme Creditors over each Trust Scheme Creditor's beneficial interest in the Trust Fund.
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Related to Agreement to Act

  • Agreement to Act as Placement Agent (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company's registration statement on Form S-1 (File No. 333-186577) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent, as agent for the Company, will act on a reasonable best efforts basis to assist the Company in obtaining Investors to purchase the Securities and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at a single closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

  • Agreement to Merge The parties to this Agreement agree to effect the Merger herein provided for, subject to the terms and conditions set forth herein.

  • Agreement to Cooperate Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

  • Agreement to Lock-Up Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed l80 days (which period may be extended upon the request of the managing underwriter, to the extent required by any NASD rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.

  • 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.

  • Agreement to Forbear If and for so long as each of the Forbearance Conditions is timely satisfied and subject to the satisfaction of the conditions precedent set forth in Section 8 hereof, Agent and Lenders agree that during the Forbearance Period, solely by reason of the existence of the Stipulated Defaults, (i) they will not exercise any remedy available to Agent or any Lender under the Loan Agreement, any of the other Loan Documents or Applicable Law to enforce collection from any Borrower or any Guarantor of any of the Obligations or to foreclose its security interest in any of the Collateral during the Forbearance Period, and (ii) they will not implement the Default Rate; provided, however, that the foregoing forbearance shall not restrict, impair or otherwise affect (A) Agent’s right to make demand for payment of any of the Obligations that are payable on demand under the terms of any of the Loan Documents; (B) any restriction or prohibition in any of the Loan Documents on the right of Borrowers to take or omit to take, or otherwise acquiesce in, certain actions, including any limitations, restrictions, or prohibitions with respect to Distributions, advancing monies to any Affiliate, consummating acquisitions or making certain dispositions of assets (although during the Forbearance Period the Stipulated Defaults shall not be asserted as the basis for enforcing any such restriction or prohibition); (C) Agent’s or any Lender’s rights and remedies under any deposit account, blocked account, control account, bank agency, lockbox, letter of credit or other agreement to which Agent or any Lender is a party relating to any deposit or other account of any Borrower or any letter of credit issued for such Borrower’s or any other Obligor’s account; (D) Agent’s or any Lender’s right to file, record, publish or deliver a notice of default or document of similar effect relating to any Event of Default that is not a Stipulated Default, or to take any lien enforcement action as a consequence of any such Event of Default that is not a Stipulated Default; or (E) Agent’s or any Lender’s right to administer the lending relationship with Borrowers under and in accordance with the Loan Documents and this Amendment, including the imposition or release of Available Reserves. Neither this Amendment nor Agent’s or any Lender’s forbearance hereunder shall be deemed to be a waiver of or a consent to any Default or Event of Default.

  • Agreement to Sell 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement.

  • Agreement to Defend In the event any claim, action, suit, investigation or other proceeding by any governmental body or other person or other legal or administrative proceeding is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond thereto.

  • Benefit of Agreement; Third-Party Beneficiaries This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns. The Owner Trustee and the Indenture Trustee, for the benefit of the Noteholders, will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Asset Representations Reviewer and the Servicer. No other Person will have any right or obligation under this Agreement.

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