Xxxxxxx Entities. The Xxxxxxx Entities have each provided a non-binding letter of intent to, in the event that the relevant MSIP Undertakings lapse, provide binding irrevocable undertakings to Bidco in connection with the Offer to vote in favour of the Scheme at the Court Meeting and to vote in favour of the Resolutions to be proposed at the General Meeting (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of 25,100,000 Augean Shares, representing approximately 23.91 per cent. of Augean's issued ordinary share capital on the Latest Practicable Date, which such irrevocable undertakings will cease to be binding in the event that: (i) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Offer and no new or replacement Scheme or Takeover Offer is announced in accordance with the Code at the same time; (ii) the Offer lapses or is withdrawn; or (iii) the Offer has not become effective or been declared unconditional in all respects by the Long Stop Date. The MSIP Undertakings provided by the Xxxxxxx Entities will cease to be binding if Antwerp Management Limited: (a) does not announce an increase to the consideration offered under the terms of the MSIP Offer within three Business Days of the date of this announcement to an amount which, in the reasonable opinion of Rothschild & Co, is not less than 325 xxxxx per Augean Share (a "Matching Offer"); or (b) following the announcement of a Matching Offer, an announcement is made of an increased offer, or of an offer in accordance with Rule 2.7 of the Code, or any other transaction which constitutes a takeover offer for the purposes of the Code, for Augean and, in the reasonable opinion of Rothschild & Co, the consideration payable to Augean Shareholders per Augean Share under such increased offer or offer, is higher than the consideration being offered under the Matching Offer (a "Second Qualifying Competing Offer") and Antwerp Management Limited does not announce an increase to the consideration offered under the terms of the Matching Offer within three Business Days of the announcement made in accordance with Rule 2.7 of the Code, which is, in the reasonable opinion of Rothschild & Co, higher than the consideration payable to Augean Shareholders per Augean Share under the Second Qualifying Competing Offer when calculated on the same basis as the Matching Offer, as applicable.
Xxxxxxx Entities. This term is defined in the preamble and includes any ---------------- successors or assigns of each such Xxxxxxx Entity.
Xxxxxxx Entities. 6 Section 1.41. Xxxxxxx Notes...........................................6 Section 1.42. Xxxxxxx Purchase Agreement..............................6 Section 1.43.
Xxxxxxx Entities. Each of the Corporate Entities is (i) a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) a foreign limited liability company duly authorized to transact business in the State of Iowa. The Corporate Entities have, or will obtain in the ordinary course and when required, all necessary licenses and permits necessary to own, maintain and/or operate the Development and Parking Facility as contemplated to be conducted or described in the Official Statement. The Company has not received any notice of an alleged violation, and the operations of the Corporate Entities and the Development and Parking Facility are not in violation, of any zoning, land use, environmental or other similar law or regulation which would materially adversely affect the operations or financial condition of any Corporate Entity or any Corporate Entity’s ability to operate any part of the Development and Parking Facility. The Company has the legal capacity to enter into and deliver this Contract, and each of the Corporate Entities has the legal capacity to execute, enter into and deliver or approve, as the case may be, the Transaction Documents to which any of them is or is to be a party and to perform other acts and things as provided for in each of the foregoing documents. Each of the Corporate Entities has full legal right, power and authority under all applicable provisions of law and its articles of incorporation and bylaws or articles of organization and operating agreement, as the case may be, to enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is a party and to perform such other acts and things as provided for in each such Transaction Document.
Xxxxxxx Entities. Amended and Restated Credit Agreement with XX Xxxxxx Chase Bank, as Administrative Agent, dated as of April 25, 2003, which shall be paid off with the proceeds of the Loan after the Closing Date. · Building Loan Agreement with KeyBank, National Association as Lender, dated as of May 25, 2001. Building Loan Agreement with KeyBank, National Association as Lender, dated as of October 29, 1999. · Capital Lease Obligations in the amount of $158,428.82. · Long term financing obligations in the amount of $11,667,988 Schedule 6.4
Xxxxxxx Entities. See Sections 4.1.1 and 4.1.3 to the Company Disclosure Letter attached hereto. Schedule 6.7 Liens(2),(3) Debtor Secured Party Filing Jurisdiction Filing Number/Date Comments Dick’s Sporting Goods, Inc. First American Commercial Bancorp, Inc. Partial Assignment to Citizens Leasing Corporation Delaware Secretary of State 31340721 5/27/03 Partial Assignment to Citizens: 1/2/04 [Seven page list of specific equipment] All equipment now owned or hereafter acquired wherever located under Master Lease No. 99122 dated June 18, 1999. Dick’s Sporting Goods, Inc. First American Commercial Bancorp, Inc. Delaware Secretary of State 31340812 5/27/03 All equipment now owned or hereafter acquired wherever located under Master Lease No. 99122 dated June 18, 1999. Dick’s Sporting Goods, Inc. First American Commercial Bancorp, Inc. Delaware Secretary of State 31340846 5/27/03 All equipment now owned or hereafter acquired wherever located under Master Lease No. 99122 dated June 18, 1999.
Xxxxxxx Entities. (d) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto.
Xxxxxxx Entities. [***] acting as paying agent for Xxxxxxx, may make certain payments due under this Agreement, and Xxxxxxx shall reimburse [***] for all such payments.
