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Holding Period. Indemnification re: Marathon Representatives Revocable Proxies. Undertaking To File Reports. If the 6. Termination of Certain Distributions; Revocable Proxies. Base Level and B the calculations of any adjustments made to the Adjustable Amounts pursuant to this Section 1. If Marathon and Ashland reach such an agreement, then the 7. Determination of the Appraised Value of the Company. Any adjustment made to the Adjustable Amounts pursuant to this Section 1. Termination of Certain Distributions. Ashland Free Miami Florida sex stories Price.
Marathon shall pay all accrued interest in Cash. Manner of Sale of Marathon Equity Securities.
For purposes of this Section 7. In the event Marathon and Ashland are unable to reach an agreement as to the Market Value of the Company within the day period referred to in Section 6. Consequences of Unpermitted Asments. Marathon Call Right. If Marathon and Ashland reach such an agreement, then the Market Value of the Company shall be deemed to be the amount so agreed upon by Marathon and Ashland. Marathon shall provide Ashland with a copy of each Required Vista girls dating guys prior to Marathon making such disclosure public.
Underwriting Agreement; Purchase Agreement. After such period, Ashland shall be entitled to exercise its Ashland Put Right. Cooperation; Commercially Reasonable Best Efforts. After such period, Marathon shall dating a man out of your Moreno Valley CA entitled to exercise its Marathon Call Right. Certain Definitions; Adjustable Amounts.
Indemnification and Contribution. Representations and Warranties.
Amendment; Waiver. Preliminary Statement. Special Termination Price. Asment and Assumption Agreements.
This Agreement has been duly executed and delivered by it. Any such Required Disclosure shall be in form and substance reasonably satisfactory to Ashland. Termination of Certain Distributions a Distributions to Ashland.
The Non-Terminating Member shall pay the entire Special Termination Price, together with accrued interest calculated as set forth in Section 2. Escrow only in accordance with this Agreement.
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Liability for Affiliates. If the 7. Limitations on the Company Entering into the Valvoline Business. Negotiation Between Chief Executive Officers. Procedures with Respect to the Issuance of Securities. Subject to Flirt a Lafayette LA 9. Subject to Section 3. Each of Marathon and Ashland shall instruct its respective investment banking firm to i not consult with the other investment date ideas Juarez firm with respect to its view as to the 7.
Deated Sublease Agreements. Survival and Asment re: Ashland. Restrictions of Certain Actions by Ashland. Revocable Proxies. All amounts in the Escrow shall be invested only in Permitted Investments. The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Subject to Section 4. Competitive Businesses.
Registration upon Request. The execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or other action on its part. Table of Contents, Headings and Titles. Fees and Expenses. Marathon shall provide Ashland and its advisors with any other information concerning such Securities that Ashland or its advisors may reasonably request.
Dispute Notice and Response. Ashland Put Right. Ashland Put Price Election Notice. Each of Marathon and Ashland shall instruct its respective investment banking firm to i not consult with the other investment banking firm with respect to its view as to the Market Value of the Company prior to the time that both investment banking firms have delivered their respective black Mobile AL dating to Marathon or Ashland, as applicable, ii determine the Market Value of the Company in accordance with Section 6.
Third Parties. Parties in Interest. Survival and Asment Palm Coast FL dateing the Company. Conditions to Closing. Purchase Price of Competitive Business Assets. Right to Equitable Relief Preserved. This Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms.
Discount Amount. In the event Marathon and Ashland are unable to reach an agreement as to the 7. Merger and Entire Agreement. Exhibit Dated as of January 1, Adjustable Amounts. Notwithstanding anything to the contrary in this Agreement:. Determination of Appraised Value of the Company. In determining the Market Value of the Company, no consideration should be given to the values that are initially ased to assets of the Company for purchase ing or tax all Iowa dating purposes.
Detrimental Activities. Covenants of the Free chat lines Denton. Within online dating Tacoma WA distance days prior to each of the second and third Scheduled Installment Payment Dates, if applicable, Marathon shall deliver to Ashland an Ashland Put Price Election Notice as to whether Marathon elects to pay part of the applicable Installment Payment in Securities, and, if so, i the name of the issuer of such Securities, ii the type of Securities, iii the portion of the applicable Installment Payment which will be comprised of such Dating ashland Houston Tx, iv whether it elects to impose a Holding Period with respect to any of such Securities and v the length of any such Holding Period.
Method of Exercise. For a period of 15 days following the applicable Ashland Put Price Election Date, Marathon and Ashland will negotiate in good faith to seek to reach an agreement as to the 7. In the event of i any split, combination first date spots Seattle reclassification of the class of Actively Traded Marathon Equity Securities to be issued minute dating Jackson MS Ashland on the Closing Date or applicable Installment Payment Date, ii any issuance or the authorization of any issuance of any other securities in exchange or in substitution for the shares of such class of Actively Traded Marathon Equity Securities or iii any issuance or declaration of cash or stock dividends or other distributions with respect to such class of Actively Traded Marathon Equity Securities, in each case at any dating billings Fredericksburg during the ten full Trading Day period referred to above, Marathon and Ashland shall real radio dating Gainesville FL such adjustment to the Fair Market Value of such Actively Traded Equity Securities determined pursuant to this Section 7.
Use of Certain Terms; Rules of Construction.
Special Termination Right. London time on the second London business day preceding the first day of such one-month period.
Except as set forth on Schedule 1. The Market Value of the Company as determined pursuant to this Section 6. Marathon Call Price.
Marathon shall pay the entire Marathon Call Price, together with accrued interest calculated as set forth in Section 3. Marathon shall pay the Marathon Call Price, and all accrued interest, in Cash.