Pipeline Acquisitions Sample Clauses

Pipeline Acquisitions. (a) LandCare has delivered to ServiceMaster prior to the execution of this Agreement a schedule captioned "Pipeline Schedule" which as ----------------- constituted when so delivered to ServiceMaster prior to execution of this Agreement is herein called the "Pipeline Schedule." LandCare warrants to ServiceMaster that the Pipeline Schedule shows: (i) every enterprise with which LandCare has entered into a letter of intent or binding acquisition agreement contemplating the acquisition of such enterprise by LandCare which is in existence on the date hereof (except that the acquisition of Albuquerque Landscape identified in Section 5.6(f) shall not be deemed to be part of the Pipeline Schedule); (ii) the purchase price for such enterprise specified in such letter of intent or acquisition agreement; and (iii) the annual revenues and proforma EBITDA that LandCare estimates such enterprise generated in the trailing 12 months prior to the execution of the letter of intent with respect to that enterprise.
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Pipeline Acquisitions. (a) The Company shall, and shall cause the other Group Companies to, (i) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective each Pipeline Acquisition substantially concurrently with the Closing in accordance with the terms of the Sentar Purchase Agreement (in the case of the Sentar Acquisition) or the RPC Tyche Purchase Agreement (in the case of the RPC Tyche Acquisition), as applicable, and the terms of this Section 5.21 (in the case of each Pipeline Purchase Agreement), including (A) satisfying on a timely basis all conditions or contingencies set forth in each Pipeline Purchase Agreement and (B) in connection with the Sentar Acquisition, negotiating, agreeing to and accepting all reasonable foreign ownership control or influence agreements, arrangements, commitments and plans (including all required implementation plans and commitment letters), with the DCSA and executing and delivering, or causing to be executed and delivered, all reasonably required documents, agreements and instruments in connection therewith (including any Company Board resolutions) and providing, or cause to be provided, all information and executing and delivering, or causing to be executed and delivered, all other reasonably required documents, agreements or instruments, in each case, reasonably required or requested by the DCSA in connection with this Agreement, the Sentar Purchase Agreement and the transactions contemplated hereby and thereby (provided, that, in addition to the covenants, agreements and obligations of the Company and its Representatives set forth in Section 5.21(b), neither the Company nor its Representatives shall agree to, accept, implement or execute any such arrangement, commitment, agreement, plan, document or instrument contemplated by this clause (B) without the prior written consent of Tailwind (such consent not to be unreasonably withheld, conditioned or delayed)), (ii) maintain in effect each of the Pipeline Purchase Agreements, (iii) comply with and enforce, as applicable, in all material respects the respective covenants, agreements, obligations and rights of the Group Companies and each other party thereto set forth in Sentar Purchase Agreement (in the case of the Sentar Acquisition) or the RPC Tyche Purchase Agreement (in the case of the RPC Tyche Acquisition), as applicable (including, for the avoidance of doubt, and e...
Sample 1

Related to Pipeline Acquisitions

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Mergers, Acquisitions Merge or consolidate with any Person (whether or not the Company is the surviving entity), except a Subsidiary may consolidate with, or merge into, the Company or another Subsidiary, or, except as permitted by subsection 7.9(f), acquire all or substantially all of the assets or any of the capital stock of any Person.

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

  • Mergers or Acquisitions Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

  • Future Acquisitions The Borrower will and will cause each Subsidiary to provide environmental audits and tests as are usual and customary to be obtained for Properties of similar use and purpose as reasonably requested by the Administrative Agent and the Majority Lenders (or as otherwise required to be obtained by the Administrative Agent or the Majority Lenders by any Governmental Authority) in connection with any future acquisitions of real Properties.

  • Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or (ii) other than in the ordinary course of business, otherwise acquire or agree to acquire any assets which, in the case of this clause (ii), are material, individually or in the aggregate, to the Company.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • The Acquisition Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

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