Xxxxxx Transaction. All of the conditions to closing with respect to ------------------ the Company's purchase of Xxxxxx'x 50% interest in OnSite and repayment in full the outstanding balance owed by the Company to an affiliate of Xxxxxx pursuant to a loan agreement and term note dated as of December 19, 1996 (including without limitation repurchasing warrants to purchase 300,000 shares of the Company's Common Stock issued pursuant to that loan agreement) shall have been satisfied or waived.
Xxxxxx Transaction. The Xxxxxx Transaction shall have been ------------------ consummated for an aggregate cash purchase price (excluding fees and expenses with respect to the Xxxxxx Transaction) not exceeding $135,000,000 and the Administrative Agent shall have received a certified copy of each of the Xxxxxx Transaction Documents.
Xxxxxx Transaction. Subversive has provided LCV with a true, correct and complete executed copy of the Xxxxxx Transaction Agreement and any ancillary documents executed in connection therewith.
Xxxxxx Transaction. During the Interim Period, Subversive shall (a) notify LCV promptly of any material developments with respect to the Xxxxxx Transaction, (b) not enter into any amendments or waivers of the Xxxxxx Transaction Agreement without LCV’s prior written consent (not to unreasonably withheld) that would (i) increase the consideration (including contingent consideration) payable under the Xxxxxx Transaction, (ii) require the issuance of any equity securities consideration (including contingent consideration) pursuant to the Xxxxxx Transaction other than in Subversive Common Shares, (iii) require the entering into of any employment agreements or commitments to pay any compensation to any directors, officers or employees of Xxxxxx not contemplated under the Xxxxxx Transaction Agreement, or (iv) permit Xxxxxx or its Subsidiaries to acquire any Cannabis business or incur any Indebtedness for borrowed money, in each case beyond what is permitted under the Xxxxxx Transaction Agreement and the SC Agreements and (c) provide LCV with a true, correct and complete copy of the Xxxxxx Transaction Agreement, including all exhibits, schedules, amendments, modifications or supplements thereto.
Xxxxxx Transaction. The closing with Xxxxxx under a Membership Interest Agreement acceptable to both Xxxxxx and Buyer shall occur simultaneously with the Closing. (e)
Xxxxxx Transaction. 33 7.15 Use of Name................................................... 33 7.16 Taxes......................................................... 33 7.17
Xxxxxx Transaction. Within 150 days after the Closing Date, Buyer shall remove the Xxxxxx Equipment from the Xxxxxx Facility. If the aggregate cost of completing the Xxxxxx Transaction, to the extent conducted in accordance with the plan described in Schedule 7.14 hereto, exceeds $450,000, Seller shall promptly pay to Buyer the amount of such excess upon written request from Buyer specifying in reasonable detail the aggregate costs of the Xxxxxx Transaction. At the Closing, Seller and Buyer shall enter into the Xxxxxx Use and Occupancy Agreement relating to the use by Buyer of the Xxxxxx Facility after the Closing.
Xxxxxx Transaction. Concurrent with the Closing hereunder, EVSF ---------------------- shall purchase the 50% interest of Xxxxxx in OnSite and repay in full the outstanding balance owed by EVSF to Casuarina, a wholly-owned subsidiary of Xxxxxx, pursuant to a loan agreement and term not dated December 19, 1996 (including without limitation repurchasing warrants to purchase 300,000 shares of EVSF's Common Stock issued pursuant to that loan agreement).
Xxxxxx Transaction. (a) The Purchaser Parties each represent to the Company that they have entered into a definitive binding agreement pursuant to which, subject to the terms and conditions set forth therein, the Purchaser Parties will effectuate transaction(s) in order for Xxxxxx to become, directly or indirectly, the sole beneficial owner of all of the Securities (the “Xxxxxx Transaction”). Notwithstanding Section 4.12 hereof, the Company hereby approves the transfer, directly or indirectly, of the beneficial ownership of the Securities to Xxxxxx, provided that Xxxxxx shall assume all of the rights and obligations of Purchaser under this Agreement and thereafter, Xxxxxx shall be deemed the “Purchaser” under this Agreement for all intents and purposes; provided further that, prior to the consummation of the Xxxxxx Transaction, the Purchaser Parties shall comply with all reasonable requests by the Company in order to effect the transfer of the Securities as contemplated by the Xxxxxx Transaction.
(b) Notwithstanding Section 4.12 hereof, until the earlier of (x) the consummation of the Xxxxxx Transaction and (y) the expiry or earlier termination of the Restricted Period in accordance with Section 4.12, the Purchaser shall not (and shall cause its Affiliates not to and shall cause its and their respective representatives acting at its and their respective behalf not to), in any manner acting alone or in concert with others, without the prior written consent of the Company, Transfer any or all of the Securities, other than a Transfer by an order of a court or regulatory agency.
(c) Notwithstanding Section 4.12 hereof, until such time as the Xxxxxx Transaction has been consummated, the Purchaser shall not (and shall cause its Affiliates not to and shall cause its and their respective representatives acting at its and their respective behalf not to), in any manner acting alone or in concert with others, transfer, directly or indirectly, the ownership of the Purchaser, unless such transfer complies with all applicable laws, including (without limitation) Record Keeping Laws and Money Laundering Laws.
(d) Each Purchaser Party undertakes to use its best commercial efforts and to take all reasonable actions necessary to obtain the approval of the State Administration of Foreign Exchange of the People’s Republic of China (the “SAFE Approval”) in respect of the Xxxxxx Transaction as promptly as possible following the date of this Agreement and to consummate the Xxxxxx Transaction prompt...
Xxxxxx Transaction. Notwithstanding anything in this Agreement to the contrary, neither (a) the approval, execution, delivery, amendment or consummation of any of the transactions contemplated by the Merger Agreement or the Tender Agreement or (b) the public announcement or making of a tender offer by Xxxxxx for Common Shares of the Company, or the acceptance for purchase of such shares thereunder, shall cause (i) Xxxxxx to become an Acquiring Person, (ii) a Shares Acquisition Date to occur, or (iii) a Distribution Date to occur. Any Distribution Date that might or could otherwise occur under this Agreement shall be indefinitely deferred until such time as the Board of Directors may otherwise determine.
6. This Fourth Amendment to the Rights Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware.
7. This Fourth Amendment to the Rights Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument.
8. Except as expressly set forth herein, this Fourth Amendment to the Rights Agreement shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, as heretofore amended, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
