Consent to Sales; Escrow Arrangement Sample Clauses

Consent to Sales; Escrow Arrangement. The Required Noteholders hereby consent to (i) the sale of certain gas and oil properties and other assets held by DDD Energy, Inc., a Restricted Subsidiary (the "Seller"), to Vision Resources, LLC pursuant to the terms of that certain purchase offer letter dated October 25, 2002 attached hereto as Exhibit 5(g)(i) (this consent is explicitly limited to the terms contained in such October 25, 2002 letter, including, without limitation, purchase price, assumption of liabilities, etc., regardless of any date of termination contained therein) (the "DDD Sale"); and (ii) the sale of 100% of the Company's proprietary, joint or revenue related right, title and interest in and to the Company's 2D seismic data located onshore and offshore in the United States, including Alaska and the Gulf of Mexico and its other waters pursuant to the letter agreement dated October 15, 2002 attached hereto as Exhibit 5(g)(ii) (this consent is explicitly limited to the terms contained in such October 15, 2002 letter, including, without limitation, purchase price, assumption of liabilities, etc., regardless of any date of termination contained therein) (the "2D Data Sale"); provided that the Company shall, and shall cause each of its Subsidiaries to, promptly deposit into an account (the "Escrow Account") at JPMorgan Chase Bank (the "Escrow Bank") all proceeds received in respect of the DDD Sale and the 2D Data Sale. The Escrow Account shall be subject to substantially the same terms and conditions as set forth in the Escrow Agreement dated as of August 2, 2002 by and among the Company, the Seller and the Escrow Bank (the "Escrow Agreement"), except that the Escrow Agreement shall be deemed to have been amended upon receipt of the Escrow Bank's consent referred to in Section 8 of this Third Standstill Agreement to provide that (A) the Company may not request a disbursement for any reason other than to pay interest on the Notes on December 2, 2002 and January 2, 2003, unless the Company has received prior written approval from the Required Noteholders; (B) the term "Deposit" as defined in section 2 of such Escrow Agreement is hereby deemed to include all proceeds received by the Company or its Subsidiaries from the DDD Sale and the 2D Data Sale as well as any proceeds received in respect of the immediately succeeding clause (C); (C) the Company shall, and shall cause each of its Subsidiaries to, promptly deposit into the Escrow Account all proceeds received from any sale of assets of ...
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Related to Consent to Sales; Escrow Arrangement

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Indemnification Escrow Agreement A counterpart of the Indemnification Escrow Agreement executed by Buyer;

  • Escrow Arrangements Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

  • Holdback Agreement (a) If (x) the Corporation shall file a Registration Statement (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Corporation or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition, exchange offer or similar corporate transaction) with respect to an underwritten offering of Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities and (y) with reasonable prior notice, the managing underwriter or underwriters advise the Corporation in writing (in which case the Corporation shall notify the Holders with a copy of such underwriter’s notice) that a public sale or distribution of Registrable Shares would materially adversely affect such offering, then, each Holder shall, to the extent not inconsistent with applicable law and unless such managing underwriter or underwriters otherwise agree, refrain from, directly or indirectly, effecting any public sale, distribution or short sale of any Registrable Shares (except as part of such underwritten offering) during the period beginning ten days prior to the effective date of such Registration Statement and continuing until the earliest of (A) the abandonment of such offering, (B) such period of time as is sufficient and appropriate in the opinion of the managing underwriter or underwriters in order to complete the sale and distribution of securities included in such registration (but in no event in excess of 90 days following the effective date of any offering) and (C) the termination in whole or in part of any “hold back” period obtained by the underwriter or underwriters in such offering from the Corporation in connection therewith (each such period, a “Hold Back Period”); provided, that the Holders shall not be subject to the restrictions contained in this Section 4(a) unless each officer and director of the Corporation (regardless of the number of Shares then owned by such officer or director) and each beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of at least 5% of the issued and outstanding shares of Common Stock also agree to be bound by such restrictions.

  • Assignment; Amendment; Miscellaneous (a) This Agreement may not be assigned by either party without the prior written consent of the other.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to the Arrangement Agreement.

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