Subsidiary Transactions. Except as set forth on Schedule 4(k) hereto, no Subsidiary of any Borrower engages, directly or indirectly in any transaction with any Affiliate of that Borrower.
Subsidiary Transactions. Premier Power shall have delivered to Pubco and the Pubco Stockholder documentation reflecting the completion of transactions involving the acquisition by Premier Power from certain of the Premier Power Owners of all of the outstanding membership interests of Bright Future Technologies, LLC, a Nevada limited liability company, and all of the outstanding equity interests of Premier Power, Sociedad Limitada, a limited liability company organized under the laws of Spain.
Subsidiary Transactions. Notwithstanding anything set forth in this Agreement to the contrary, each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter in to or permit to exist any transaction (whether in the form of an Investment, a Disposition or otherwise, and howsoever characterized) with any Unrestricted Subsidiary unless:
Subsidiary Transactions. Prior to the Effective Time, the Company shall dispose of all of the assets and liabilities of its Subsidiaries and any Affiliate(s) thereof, as currently reflected on Exhibit 5.10 hereto, and any net cash proceeds after deduction for all Subsidiary/Affiliate liabilities, including without limitation taxes assessed as a result of the transaction of such disposition (along with any other cash held by such entity and reflected on the balance sheet referenced below) shall be reflected as an addition to the cash portion of the Merger Consideration pursuant to Section 2.02(e). At Closing, the Company shall (consistent with its obligations under Section 3.07(a) and subject to the representations and warranties set forth therein) provide a true, correct and complete consolidating balance sheet of the entities referenced in Exhibit 5.10 reflecting only cash as an asset, and no liabilities.
Subsidiary Transactions. On the Closing Date, SPE shall (a) have caused CPE Holdings, Inc. to exchange all of the shares of stock of S&J to Loews USA Cinemas, Inc., a wholly owned subsidiary of Company in exchange for 291,086.591 shares of Company Common Stock and (b) have caused Star to merge with and into a Loews Theatres Enterprises, Inc., a wholly owned Subsidiary of Company, with Loews Theatres Enterprises, Inc. surviving such merger, in exchange for 2,373,217.409 shares of Company Common Stock.
Subsidiary Transactions. Concurrently with the ----------------------- execution and delivery of this Agreement:
Subsidiary Transactions. (a) Prior to the Effective Time, the Company shall dispose of all of the assets and liabilities of its Subsidiaries and any Affiliate(s) thereof, as currently reflected on Exhibit 5.10 hereto, except that (i) the Company need not dispose of the real estate located at and commonly known as 0000 Xxxxxxx Xxxx, Xxxxxx, Xxx Xxxx (the “Elmira Real Estate”) provided the Company makes reasonable efforts to sell such Elmira Real Estate, and (ii) the disposal of (a) the Promissory Note dated September 15, 2003 in the original principal amount of $240,000 with Corning Appliance Corporation as Obligor (with present principal amount outstanding of $80,000 with another $80,000 due November 2006); and (b) the Promissory Note dated September 15, 2003 in the original principal amount of $600,000 with Corning Appliance Corporation as Maker (with principal amount outstanding of $476,747 as of July 31, 2006) (collectively, the “Promissory Notes”) for at least 90% of the principal amount due under such Promissory Notes in cash or offset to cash severance payments otherwise due Xxxxx and Xxxxxxxx pursuant to the Promissory Notes Put Agreement dated August 18, 2006 (a fully-executed copy of which is attached hereto and included in the definition of “Transaction Documents” hereunder) shall not be a breach of this Section 5.10, provided that the Company makes reasonable efforts to otherwise dispose of the Promissory Notes at no less than 90% of the principal amount due under such Promissory Notes in cash.
