Potential Acquisition Sample Clauses

Potential Acquisition. (a) Subject to Section 6.17, SHUSA and the Company shall use commercially reasonable efforts to make the acquisition of the Target through the Company or one of its Subsidiaries. (b) In the event that SHUSA or one of its Affiliates (other than the Company or one of its Subsidiaries) decides to acquire, in its sole discretion, the Target, such acquisition shall be made through a newly formed special purpose acquisition vehicle (“Newco”) and each of the Acquirers shall have the opportunity to subscribe for a number of shares of equity Securities in Newco such that its percentage ownership of each class of equity Securities of Newco is equal to its Proportionate Percentage. If an Acquirer subscribes for its full pro rata share of the equity Securities of a Newco (or such lesser amount as it is permitted to acquire in order to comply with the regulations specified in the proviso to this sentence), then SHUSA or its Affiliate, as applicable, Newco and each such Acquirer shall negotiate in good faith to enter into, prior to the closing of such acquisition, a shareholders agreement with respect to Newco containing provisions comparable to those set forth in Sections 2.2, 2.3, 2.4, 6.1, Article VII and Article VIII and to cause Newco’s organizational documents to contain, prior to the closing of such acquisition, provisions comparable to the articles of incorporation and by-laws of the Company, except to the extent agreed by SHUSA or such Affiliate, as applicable, Newco and each other Acquirer; provided that, if, upon the closing of such acquisition, the Target will be regulated as a bank or other insured depository institution by any Governmental Authority, adjustment to such shareholders agreement, articles of incorporation and by-laws shall be made, to the minimum extent necessary, in order to (i) prevent such Acquirer from being required to register as a bank holding company under the Bank Holding Company Act or as a savings and loan holding company under the Home Owners Loan Act, and (ii) receive any necessary approvals of any Governmental Authority. If, notwithstanding any proposed adjustments to be made pursuant to the proviso to the immediately preceding sentence it is not possible for any Acquirer to subscribe for a number of shares of equity Securities of Newco such that its percentage ownership of each class of equity Securities of Newco is equal to its Proportionate Percentage (i) without such Acquirer being required to register or become regulated as ...
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Potential Acquisition. The Principal Sellers acknowledge that EMKT has entered into discussions with AppliedTheory Corporation ("ATHY") concerning the possible acquisition of FMI in consideration of the issuance of shares of ATHY common stock. As of the date of this Agreement, no definitive agreement has been entered into with ATHY concerning such possible acquisition. The Principal Sellers shall keep in strict confidence the existance of such discussions until such time that EMKT or ATHY shall make a public disclosure thererof.
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Potential Acquisition. Borrowers have informed Lenders and Agent that Borrowers are contemplating an acquisition of a third-party company (the “Potential Acquisition”). Lenders and Agent agree to evaluate any request by Borrowers that Lenders and Agent approve the Potential Acquisition and increase the Term Loan to fund the Potential Acquisition; provided, that, for the avoidance of doubt, Lenders reserve the right to decide in their sole and absolute discretion whether Lenders will approve the Potential Acquisition and increase the Term Loan to fund the Potential Acquisition (and if so on what terms), and nothing contained in this First Amendment shall be construed as an agreement or commitment by any Lender or by Agent to approve the Potential Acquisition or any such increase in the Term Loan.
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Potential Acquisition. Recipient agrees that he cannot contact or solicit Energia Consulting Partners agency for sale, or employees, or negotiate a purchase agreement of Energia Consulting Partners agency for sale without Discloser (Energia Consulting Partners).
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Potential Acquisition. Buyer shall be permitted to pursue, at Buyer's cost, the acquisition of Continental Emsco Company utilizing the management of the Company (without reimbursing the Company for services of such management personnel). Buyer shall be permitted to disclose to The LTV Corporation, Continental Emsco Company, SCF Partners of Houston, their representatives and such other parties as Sellers may reasonably approve, that Buyer and Sellers have entered into this Agreement for the acquisition of the Company.
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Potential Acquisition. Recipient agrees that he cannot contact or solicit SAMM agency for sale, or employees, or negotiate a purchase agreement of SAMM agency for sale without Discloser (SAMM Consulting).
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Potential Acquisition. The parties hereto hereby acknowledge that the Company is currently engaged in negotiations regarding the purchase of a similar business located in New Jersey. In the event that the Company and such other business reach agreement as to the terms and conditions of such purchase, the Company shall immediately notify Acquiror of such agreement whereupon Acquiror shall have no less than ten business days to engage in a due diligence investigation of such other business to determine whether Acquiror desires
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Related to Potential Acquisition

  • Notice to Proceed - Land Acquisition The acquisition of the Land shall not occur until the Director has issued a written Notice to Proceed for land acquisition to the Recipient (the "Notice to Proceed"). Such Notice to Proceed will not be issued until the Director has received a Request to Proceed acceptable to the Director and is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and any requirements for land acquisition set forth in this Agreement, including without limitation the OPWC's approval of the proposed Deed Restrictions and Title Agent. The Notice to Proceed also shall specify the time frame for the Closing.

  • Land Acquisition Reimbursement for the costs associated with acquiring interest and/or rights to real property (including access rights through ingress/egress easements, leases, license agreements, or other site access agreements; and/or obtaining record title ownership of real property through purchase) must be supported by the following, as applicable: Copies of Property Appraisals, Environmental Site Assessments, Surveys and Legal Descriptions, Boundary Maps, Acreage Certification, Title Search Reports, Title Insurance, Closing Statements/Documents, Deeds, Leases, Easements, License Agreements, or other legal instrument documenting acquired property interest and/or rights. If land acquisition costs are used to meet match requirements, Xxxxxxx agrees that those funds shall not be used as match for any other Agreement supported by State or Federal funds.

  • ENCROACHMENT/ACQUISITION The Assignee/Bank has no notice or knowledge of any encroachment or that the Government or any other authority has any immediate intention of acquiring the whole or any part of the Property for roads or any other improvement schemes and if such encroachment shall be found to exist or if the Government or any local authority has any such intention, the same shall not annul the sale or shall any abatement or compensation be allowed in respect thereof.

  • Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Purchaser Agent an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 5.5 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Purchaser Agent; (iii) after giving effect thereto, no Termination Event or Servicer Default or event that with notice or lapse of time would constitute either a Termination Event or a Servicer Default shall have occurred; and (iv) the Administrative Agent and each Purchaser Agent have consented in writing to such consolidation, merger, conveyance or transfer.

  • 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.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • 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.

  • No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, 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, partnership, association or other business organization or division thereof without the approval of the holders of at least 75% in interest of the Covenant Preferred Shares, voting together as a class.

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