Concurrent Transaction. The Seller understands and acknowledges that in conjunction with the repurchase contemplated by this Agreement, that the Company is issuing and selling 135,301,552 shares of Common Stock at an aggregate price equal to the Purchase Price hereunder, and that the repurchase hereunder is a condition to such issuance and sale.
Concurrent Transaction. On or prior to the Closing Date, the Debt Offering shall have been consummated.
Concurrent Transaction. Seller understands and acknowledges that the Company's other shareholder, Mark Xxxxxx ("XARTXX") xas negotiated separately with the Purchaser for the sale and purchase of Martxx'x xxxres of the capital stock of the Company. Seller further understands and acknowledges that the Purchaser would not have agreed to purchase the Shares without Martxx'x xxxcurrent agreement to sell his shares in the Company to the Purchaser, that the concurrent purchase of Martxx'x xxxres in the Company is a condition of Closing, and that if negotiations with the Purchaser had been conducted by him jointly with Martxx, Xxller might have realized a higher price for the Shares. Nevertheless, Seller is satisfied with the Purchase Price and terms provided herein, and he is willing and has freely agreed to sell the Shares to the Purchaser at such price and on such terms.
Concurrent Transaction. The Seller understands and acknowledges that in conjunction with the repurchase contemplated by this Agreement, that the Company is issuing and delivering 9,250 shares of the Company’s Series A Convertible Preferred Stock to the Shareholder in exchange of all the issued and outstanding shares of DK thereby effecting a reverse merger with DK, and that the repurchase hereunder is a condition to the closing of such share exchange.
Concurrent Transaction. (a) The Trust will issue and sell the Trust Preferred Securities concurrently with the issue and sale of the Subordinated Debentures.
(b) The Company will purchase the Trust Common Securities concurrently with the issue and sale of the Subordinated Debentures and the issue and sale of the Trust Preferred Securities.
Concurrent Transaction. (i) The Senior Subordinated Increasing ----------------------- Rate Notes shall have been issued and sold in accordance with the requirements of the Securities Purchase Agreement and the other Senior Subordinated Debt Documents (without any amendment, waiver of other modification thereof without the consent of the Required Lenders), and the Borrower shall have received not less than $10,000,000 aggregate cash proceeds from such issuance and sale of the Senior Subordinated Increasing Rate Notes.
(ii) The SuperGraphics Acquisition shall have been or, concurrently with the making of the Supplemental Term Loans shall be, consummated in accordance with the terms of the SuperGraphics Acquisition Documents, for such total consideration (including fees) as set forth in the SuperGraphics Acquisition Documents, in each case without any amendment, modification or waiver thereof except with the consent of the Required Lenders, and the Administrative Agent shall have received evidence satisfactory to it to that effect. The Administrative Agent shall have received evidence satisfactory to it that the aggregate amount of fees and expenses incurred by the Borrower and the other Loan Parties in connection with the SuperGraphics Acquisition shall not exceed $2,000,000.
Concurrent Transaction. The Parties acknowledge that each of the parties hereto has relied upon the accuracy, validity and effectiveness of such other Parties' representations, warranties and agreements in entering into this Agreement and that, concurrently with the Closing:
(a) The Company shall issue the Warrants to Kathleen Wallman and Daniel in substantially the forms attached heretx xx Xxxxxxxx X and D, xxxxectively;
(b) The Company shall enter into an employment agreement with Joseph Daniel, in substantially the form attached hereto as Exhibit A;
(c) The Company, Kathleen Wallman and Daniel shall enter into the Registration Rights Xxxxxxxxx, xx xxbstanxxxxxx the form attached hereto as Exhibit B;
(d) All outstanding indebtedness of Critical Investments and Critical Advisors to Steven Wallman or Kathleen Wallman shall be forgiven by Wallman and exxxxxxx xx xxx forxxxxxxxx xx xxxx indebtedness shall be xxxxxxed to the Company;
(e) Section 11(a) of that certain Investment Management Agreement, dated as of May 1, 2000 ("Management Agreement"), between Critical Infrastructure Ltd. and Critical Advisors shall be amended so that the Management Agreement shall remain in full force and effect through December 31, 2002, and thereafter shall be renewed automatically for successive one-year periods, unless either party thereto notifies the other party in writing of its decision not to renew the Management Agreement at least ninety (90) days prior to the commencement of any one-year renewal period.
(f) Critical Infrastructure Ltd. shall provide the Company with its consent to the transfer of the Critical Owners Membership Interests in Critical Advisors Ltd. to the Company in accordance with Section 14 of that certain Investment Management Agreement dated as of May 1, 2000, between Critical Infrastructure Ltd. and Critical Advisors; and
(g) The Critical Owners shall liquidate John Logan's entire equity ownership of Critical Investors and Criticxx Xxxxxxxx. The Parties agree that all of the documents to be executed and delivered pursuant to this Section 6.1 shall be deemed to be executed and delivered concurrently with this Agreement and none of such documents shall become effective until all such documents have been fully executed and delivered.
Concurrent Transaction. On or immediately prior to the Initial Closing Date:
Concurrent Transaction. The Excluded Assets shall have been distributed in accordance with Section 6.11.
Concurrent Transaction. The Concurrent Transaction shall close concurrently with the transactions contemplated herein.
