Unwind Agreement. Pursuant to Sections 9.4 and 10.3 of this Agreement, the parties agree to close the transactions contemplated by this Agreement prior to the FCC Consent becoming a Final Order and to enter into an unwind agreement, at Closing, in substantially the form attached as EXHIBIT B hereto (the "Unwind Agreement").
Unwind Agreement. The Unwind Agreement (unless at the time of the Closing the FCC Consent shall have become a Final Order).
Unwind Agreement. The Selling Stockholder has entered into a Termination Agreement on or about the date hereof with RBC Capital Markets, LLC, as agent for Royal Bank of Canada, and RBC Capital Markets, LLC, as securities intermediary for Royal Bank of Canada, to terminate its Share Forward Transaction with Royal Bank of Canada, dated April 29, 2019, which covered up to 642,850 shares of Common Stock.
Unwind Agreement. The parties hereto agree and acknowledge that the Unwind Agreement for the Panda PPA, as set out in paragraph 3 of the December 19, 2000, letter agreement by and between Pepco and Old Mirant regarding "Settlement of Outstanding Issues," as subsequently modified, has expired and that no purchase price adjustment is owed
Unwind Agreement. Seller and Purchaser shall have entered into the Unwind Agreement in the form of Exhibit B attached hereto (the "Unwind Agreement").
Unwind Agreement. Seller and Purchaser shall have entered into the Unwind Agreement.
Unwind Agreement. If for any reason at any time the Distribution shall fail, shall fail to be consummated or shall be unwound, terminated, repealed or otherwise not of full force and effect, then the Borrower agrees, and agrees to cause its Subsidiaries, to (a) take such action as Lender may require, if any, in its sole and absolute discretion, to unwind or otherwise amend and modify the transactions contemplated by this Loan Agreement, the other Loan Documents and/or the Related Transaction Documents and/or otherwise evidenced by the Existing FINOVA Loan Agreement and (b) execute and deliver such agreements, documents and instruments, and procure the issuance of such legal opinions, in each case as Lender may require in its sole and absolute discretion. The Borrowers acknowledges that the agreements and covenants contained in this Section 12.21 constitute a material inducement to Lender's agreement to execute and deliver, and consent to the transactions contemplated by, this Loan Agreement and the other Loan Documents. All costs, expenses and fees incurred by Lender and its representatives under this Section 12.21 shall be borne solely by the Borrower and shall be due and payable by Borrower to Lender on demand. The failure of Borrower or any Subsidiary of Borrower, or any debtor, guarantor, borrower or other obligor under the Existing FINOVA Loan Agreement, to comply with the terms and conditions of this Section 12.21 shall constitute an immediate Event of Default, without further action or notice by or on behalf of Lender or any other Person.
Unwind Agreement. 71 LIST OF EXHIBITS TO LOAN AGREEMENT Exhibit 1.1 -- Compliance Certificate Exhibit 5.3.1 -- Subsidiary Equity Interests Exhibit 5.5.1 -- Business and Property Exhibit 5.5.2 -- Licenses Exhibit 5.5.3 -- Operating Agreements Exhibit 5.5.4 -- Facility Sites Exhibit 5.5.5 -- Leases Exhibit 5.5.6 -- Real Estate Exhibit 5.5.8 -- License Agreements Exhibit 5.7.1 -- Financial Statements Exhibit 5.7.2 -- Projections Exhibit 5.8 -- Litigation Exhibit 5.12 -- Intellectual Property Exhibit 5.19.1 -- Employee Benefit Plans Exhibit 5.20.1 -- Collective Bargaining Exhibit 7.1 -- Existing Indebtedness
Unwind Agreement. If for any reason at any time the Distribution shall fail, shall fail to be consummated or shall be unwound, terminated, repealed or otherwise not of full force and effect, then the Borrower agrees, and agrees to cause its Subsidiaries, to (a) take such action as Lender may require, if any, in its sole and absolute discretion, to unwind or otherwise amend and modify the transactions contemplated by this Loan Agreement, the other Loan Documents and/or the Related Transaction Documents and/or otherwise evidenced by the Existing FINOVA Loan Agreement and (b) execute and deliver such agreements, documents and instruments, and procure the issuance of such legal opinions, in each case as Lender may require in its sole and
Unwind Agreement. In the event that a Public Offering (as defined below) is not consummated within one year from the date of this Agreement (the "Trigger Event"), Xxxxxxxx XxXxxxxx and Xxxxxx Xxxxxx-Xxxxxxx (either alone or jointly) shall have the option to trigger an unwind of the transactions provided herein by delivering a written demand to the other parties hereto that such party desires to unwind the transaction (the "Notice"). In the event a Notice is delivered as provided above, within 30 days after delivery of such Notice, the parties hereto shall execute a Stock Exchange Agreement providing, among other things, that (a) the Stockholders shall transfer, assign and deliver to the Company all of the Company Shares held by them in exchange solely for the Acquisition Corp. Shares and (b) the Company shall transfer, assign and deliver to the Stockholders (in the amounts held by them prior to the execution of this Agreement) all of the Acquisition Corp. Shares in exchange solely for the Company Shares held by the Stockholders (the "Unwind") with all of such Company Shares and Acquisition Corp. Shares free and clear of all liens, claims, charges, limitations, agreements and restrictions whatsoever. No other consideration will be provided to the parties in such stock exchange. The parties hereto acknowledge that the Unwind may result in adverse tax, consequences, and the parties have been advised to seek tax advice regarding such transaction.
