Additional Acquisitions. Each Stockholder agrees that any shares of capital stock or other equity voting securities of Parent that such Stockholder acquires or with respect to which such Stockholder otherwise acquires sole or shared voting power (including any proxy) after the execution of this Agreement and prior to the Expiration Date, whether by the exercise of any Parent Options or otherwise, including, without limitation, by gift, succession, in the event of a stock split or as a dividend or distribution of any Shares (“New Shares”), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares.
Additional Acquisitions. Each Stockholder agrees that any shares of capital stock or other equity securities of Terrain that such Stockholder acquires or with respect to which such Stockholder otherwise acquires sole or shared voting power (including any proxy) after the execution of this Agreement and prior to the Expiration Date, whether by the exercise of any Terrain Options or Terrain SARs, or the settlement of Terrain RSUs or otherwise, including, without limitation, by gift, succession, in the event of a stock split or as a dividend or distribution of any Shares (“New Shares”), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares.
Additional Acquisitions. Prior to completing an acquisition of another business, OHGI shall advise the Stockholders serving on the Board of the Company of its intent to do so and, if consummation of such acquisition requires consent of the stockholders of OHGI, such Stockholders shall have the right to vote any shares of OHGI they may hold on the applicable record date.
Additional Acquisitions. (a) During the 180-day period commencing on the date hereof, the General Partner and its Affiliates shall be permitted to acquire for their own separate account an additional 10% working interest in any of the Leases comprising the Walker Creek Unit.
(b) Except to the extent otherwise provided in subsection (a) above, if, during the term of this Agreement, the General Partner or an Affiliate thereof acquires (or proposes to acquire) a Lease or Leases within the Area of Mutual Interest (in this Section called the "Subject Leases"), the terms and provisions of this Section 5.3(b) shall be operative. Specifically, upon the acquisition (or proposed acquisition) under the circumstances described above, the General Partner shall notify the Limited Partner, which notice shall (i) specify the interest the General Partner or its Affiliates have acquired (or propose to acquire) in the Subject Leases, (ii) specify the purchase price (or proposed purchase price), (iii) describe the development and/or Enhanced Recovery Operations, if any, the General Partner reasonably anticipates will be engaged in on the Subject Leases and the estimated costs associated therewith, (iv) include a summary of the pertinent geological and geophysical data relating to the Subject Leases or proposed development/Enhanced Recovery Operations, (v) include financial projections relating to the Subject Leases and any internally or externally prepared related engineering or reserve reports, (vi) describe the nature and extent of planned title examination and property related due diligence (including, without limitation, environmental due diligence) and (vii) such other information as the General Partner deems material. Thereafter, the General Partner shall promptly furnish to the Limited Partner any additional information concerning the Subject Leases or the proposed development/Enhanced Recovery Operations as the Limited Partner may reasonably request (including, without limitation, the reports of consultants and outside engineers). Subject to the Limited Partner agreeing to make additional Capital Contributions to the Partnership with respect to the Subject Leases pursuant to Section 3.3, the Partnership shall acquire the Applicable Percentage (as defined in subsection (c) below) of the interest of the General Partner and its Affiliates in such Subject Leases (or, if applicable, which the General Partner or its Affiliates propose to acquire therein). Prior to the acquisition by the Partnership...
Additional Acquisitions. Debtor shall promptly notify Agent in writing of its acquisition, by purchase, lease, or otherwise, of any material after-acquired Equipment, including a description of the Equipment and of its present locations and (if different) its intended permanent locations.
Additional Acquisitions. Each Shareholder agrees that any shares of capital stock or other equity securities of Vibrant that such Shareholder acquires or with respect to which such Shareholder otherwise acquires sole or shared voting power (including any proxy) after the execution of this Agreement and prior to the Expiration Date, whether by the exercise of any Vibrant Options, Vibrant Warrants or otherwise, including, without limitation, by gift, succession, in the event of a stock split or as a dividend or distribution of any Shares (“New Shares”), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares.
Additional Acquisitions. Borrowers must have already consummated or must simultaneously consummate and complete the Additional Acquisitions under terms and conditions reasonably acceptable to Required Lenders. In addition, the due diligence program conducted by Borrowers in connection with such acquisitions separately must be reasonably acceptable to Required Lenders in form, content and results.
Additional Acquisitions. In the event that Sagicor or any of its Subsidiaries, in accordance with Section 5.01(b), enters into any agreement to acquire, directly or indirectly, in any single transaction or series of related transactions, any material equity securities, material assets or material liabilities of any Person (whether by merger, transfer of a portfolio of policies and related assets, consolidation, amalgamation, arrangement, take-over bid or tender offer, sale, exchange, issuance, transfer or redemption of equity securities or otherwise) (each, a “Proposed Acquisition”) and disclosure relating to such Proposed Acquisition is required by any Governmental Authority, the provisions of Section 2.04(d), Section 2.05(b) and Section 2.09(d), as they apply to Scotia Jamaica and Scotia Trinidad, shall apply in respect of each such Proposed Acquisition, mutatis mutandis.
Additional Acquisitions. Subject to the limitations on the authority of the Manager described in Sections 6.2(k) and 6.5, the Manager may cause the Company to acquire interests in additional Leases (including acquisitions of increased interest in existing leases), In connection with any acquisition of Leases by the Company pursuant to this Section 5.2, the Manager, Members or any Affiliate thereof shall not retain from or otherwise burden the interest in any Lease assigned to the Company with any overriding royalty, net profits interest, carried interest, reversionary interest, production payment or other burden in favor of itself, its officers, directors and employees or any other person, except in connection with an acquisition by the Manager, Member or such Affiliate pursuant to a transaction where an unrelated third party transferring the Lease retains such an interest or burden with respect to all of the Lease acquired by the Manager, Member or Affiliate. With respect to each Lease acquired by the Company pursuant to this Section 5.2, such acquisition shall include all rights to all horizons under such Lease which were available for purchase and considered appropriate for acquisition by the Company. Under no circumstances shall the Manager, any Member or any Affiliate of either thereof acquire rights to any separate horizon within or under a Lease in which the Company has an interest. Notwithstanding anything in this Agreement to the contrary (including, but not limited to, Section 6.5) , in the event (a) the Manager is required by Section 6.2(k) to obtain the consent of the Class B Member to make any well expenditure or Lease acquisition, and (b) the Class B Member does not so consent to such expenditure or cost, such expenditure or acquisition may be carried out or owned in an entity related in whole or in part by common ownership to the Company, Manager, or any Member, and the Company shall not have the right to acquire the same.
Additional Acquisitions. (a) Notwithstanding anything to the contrary contained in this Agreement, Purchaser may elect to have any or all of the Acquired Assets transferred, assigned, conveyed, licensed and leased to, or any of the Assumed Liabilities assumed by, one or more of the Purchaser Buyers; provided, however, that no such election shall result in any net greater cost or obligation (including net greater costs arising from (i) exchange risks and transfer restrictions on the movement of funds imposed by countries in which particular Purchaser Buyers are domiciled and (ii) the imposition of any additional Taxes) than Seller or any of the Seller Subs would otherwise have had such assets or liabilities been transferred to Purchaser or to a Purchaser Buyer domiciled within the jurisdiction in which such assets or liabilities are located, whichever is greater; provided, further, however, that no such election shall relieve Purchaser of any of its obligations to Seller and its affiliates hereunder with respect to the Assumed Liabilities or otherwise.
(b) Subject to Section 1.05(a), if mutually agreed by Seller and Purchaser, any transfer made pursuant to the foregoing clause (a) may be effected pursuant to separate Local Asset Purchase Agreements. Notwithstanding the foregoing, if a Local Asset Purchase Agreement is to be executed in any country where notification of or consultation with a works council or similar entity is required, then such Local Asset Purchase Agreement shall not become binding upon the parties until such time as such notification or consultation is completed.
