Acquisition of Equity Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing IMPCO shall acquire from the Founders collectively, and the Founders shall individually and collectively sell and convey to IMPCO, the Founders’ Quota, free and clear of all Liens and other interests of any type and nature whatsoever, and effective thereupon, a notarial deed in the form of Exhibit A shall be made effective and IMPCO shall be recorded as the sole owner of the Quota. From and after the Closing, IMPCO shall succeed to and assume all of the rights and obligations of the Founders with respect to BRC and its subsidiaries and its Affiliated Companies, in each case in accordance with the laws of the Republic of Italy and of any other jurisdictions pertinent thereto.
Acquisition of Equity Interests. Purchase, redeem, retire or otherwise acquire any of its general partnership interests or limited partnership interests (or any units representing the same) of any of its general partners or limited partners, or make any commitment to do so; PROVIDED, HOWEVER, that MLP shall be permitted to do so as long as no Default or Event of Default then exists or would result therefrom.
Acquisition of Equity Interests. The Buyer is acquiring the Equity Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Buyer has not entered into, and has no plan or intention to enter into or to cause the Acquired Companies to enter into (except in the ordinary course of business), negotiations with any third party regarding the sale, transfer, assignment, conveyance or other disposition of the Equity Interests or any Assets. The Buyer has not acted or been engaged as an agent, broker, finder or intermediary on behalf of any Person with respect to the sale, transfer, assignment, conveyance or other disposition of the Equity Interests or any assets of any Acquired Company. The Buyer acknowledges that the Equity Interests are not registered under the Securities Act or any state securities laws, and that the Equity Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. The Buyer is able to bear the economic risk of holding the Equity Interests for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.
Acquisition of Equity Interests. The Company will not, and will not permit any of its Subsidiaries to, redeem or acquire any of the Company’s Equity Interests, other than (a) the purchase or redemption of Equity Interests in connection with a simultaneous sale of an equivalent or greater amount of Equity Interests for not less than the same aggregate purchase or redemption price, and (b) up to the aggregate amount of $250,000 in any Fiscal Year for the purchase of Equity Interests, of the Company (i) using funds escrowed pursuant to the Company’s Amended and Restated Executive Deferred Compensation Plan, as amended from time to time, or any replacement plan therefor in effect from time to time or (ii) pursuant to the Company’s or any Restricted Subsidiary’s management incentive plans, as amended from time to time, or any replacement plan therefor in effect from time to time. Except for Equity Interests owned by the Company, the Company will not permit any Subsidiary to redeem or acquire any of its own Equity Interests.
Acquisition of Equity Interests. The acquisition by CORR or its wholly-owned Subsidiary of all of the equity interests in the Company formerly owned by Xxxx Avenue Investments LLC and subsequently transferred to Prudential shall, concurrently with the Closing, have been fully consummated.
Acquisition of Equity Interests. Buyer shall have the right and option (the “SPE Option”), exercisable by delivery of written notice delivered to Seller at any time prior to Closing, to elect to effect the acquisition of the Property hereunder through the assignment to Buyer of all of the ownership interests in a newly-formed single purpose entity (an “SPE”) that will own the Property as of the Closing Date. Seller and Buyer acknowledge that any restructuring of the purchase of the Property hereunder will include (i) Seller forming a new SPE in a form and state of organization that is reasonably acceptable to Buyer and having a name of Buyer’s choosing, and contributing the Property to such SPE, by and/or through a wholly-owned subsidiary of Seller should Seller so choose, with both the formation of the entity and the contribution of the Property occurring on the date that is two (2) Business Days prior to Closing (the “Assignment Date”), (ii) Seller providing to Buyer any and all due diligence and other information reasonably requested by Buyer with regard to the SPE (and the conveyance of the Property to any such SPE), (iii) Buyer approving the forms of organizational documents of the SPE, (iv) the contribution of the Property to the SPE will occur by the delivery of the Deed (and other conveyance documents contemplated by this Agreement) by the Seller to the SPE and the recordation of the Deed in the appropriate land records, and the assignment to Buyer of all of the ownership interests in SPE would occur by the delivery at the Closing of an assignment instrument in the form of Exhibit J attached hereto (the “Assignment of Membership Interest”) from Seller to Buyer, and (v) Seller will cause all managers, officers and other authorized signatories of SPE to resign effective upon the Closing. If Buyer does not exercise the SPE Option, Buyer shall be responsible for all Liabilities resulting from Buyer’s failure to exercise the SPE Option, including, without limitation, any transfer tax liability that may become due in connection with the transfer of the Property to Buyer.
