Disposition of Subsidiaries. Prior to the Closing Date, Vectoria shall sell or otherwise transfer ownership of its existing subsidiaries and remove all consolidated debt related to such subsidiaries from its financial statements.
Disposition of Subsidiaries. Seller shall have caused Company to sell, transfer, liquidate, or otherwise dispose of the Subsidiaries set forth on Seller Disclosure Schedule 3.2(c); except for Westside (and its interest in Terra), which will remain as a Subsidiary of the Company; provided, however that Seller will cause the Excluded Assets to be transferred, sold, or assigned out of Westside prior to the Closing Date. Further, to the extent that any Excluded Assets are not transferred prior to the Closing Date, Buyer will cause the Company to transfer such Excluded Assets to Seller, or its designee, after the Closing Date upon the request of Seller or promptly upon learning that such Excluded Assets have been retained. On or before the 15th day following the first Business Day following the date of this Agreement, Buyer will notify Seller in writing only if it wishes Seller to dispose of its interest in Westside (the “Disposition Notice”). In the event Buyer fails to provide such Disposition Notice to Seller on or before such 15th day, then Buyer shall be deemed to have waived its rights regarding the disposition of Westside as set forth above. Following, such Disposition Notice and prior to the Closing, the Company shall transfer its interest in Westside to Seller or Seller’s designee, and all references to Westside, Terra and the Xxxxxx Plant will be deleted from this Agreement, but no change shall be made in any other provision, including those provisions relating to the Initial Purchase Price.
Disposition of Subsidiaries. 71 4.16 Restructurings...................................................... 71 4.17 Expenses............................................................ 71 4.18
Disposition of Subsidiaries. The Sellers shall use their reasonable --------------------------- best efforts to cause Advisors LP and each other Seller, and each of their respective Subsidiaries, to dispose of control of, and control of all of its Equity Interests in, each of Columbus Circle Trust Company and PIMCO Trust Company as soon as practicable, on terms that are reasonable in light of the circumstances of the sale. "Control" means control for applicable regulatory ------- purposes.
Disposition of Subsidiaries. Each of the Sellers and each of --------------------------- their Subsidiaries shall have disposed of control of, and control of all of its Equity Interests in, each of Columbus Circle Trust Company and PIMCO Trust Company as set forth in Section 4.15. "Control" means control for applicable regulatory purposes.
Disposition of Subsidiaries. Promptly after Closing, the Creative shall consummate the sale of its educational services business, consisting of its interest in the following subsidiaries: BFK Franchise Company, LLC, BFK Development Company LLC, Sew Fund Franchise Company LLC, B4K eLearning Company LLC and Bricks4Schools LLC (the “Learning Business”), to StroomX, LLC pursuant to the terms of the Sale Agreement between Creative and StroomX, LLC executed prior to execution of this Agreement.
Disposition of Subsidiaries. Prior to the Closing Date, Bio-Tracking shall sell or otherwise transfer ownership of any of its existing subsidiaries if any and remove all consolidated debt related to such subsidiaries from its financial statements.
Disposition of Subsidiaries. 31 4.11 Sellers' Environmental Investigation..................................31
Disposition of Subsidiaries. Prior to the Closing Date, AFD shall have caused the Company to distribute its entire interest in each of its Subsidiaries.
Disposition of Subsidiaries. As soon as practicable after execution of this Agreement but on or before the Closing Date, GCN shall distribute to the GCN Shareholders, or otherwise dispose of, its equity interests in CoolDeal.com, Inc. and CoolDeal.xxx Xxxxxxxxns, Inc., exxx xx xxxxx is a Nevada corporation and wholly owned subsidiary of GCN. CONSUMMATION OF MERGER. GCN shall use its best efforts to perform and fulfill all conditions and obligations on their part to be performed and fulfilled under this Agreement, to the end that the Merger shall be consummated. ARTICLE VIII MUTUAL CONDITIONS The respective obligations of all Parties to consummate the Merger is subject to the fulfillment of the following condition on or before the Closing Date: NO ADVERSE PROCEEDINGS. No order entered or Law promulgated or entered by any Governmental Entity shall be in effect which would prevent consummation of the Merger, and no proceeding brought by a Governmental Entity or any other Person shall have been commenced and be pending which seeks to restrain, enjoin, prevent or materially delay or restructure the Merger. GCN SHAREHOLDER APPROVAL. At the GCN Shareholders' Meeting, this Agreement, the Plan of Merger and Merger shall have been approved by the requisite vote of the GCN Shareholders.
