Xxxxxxxxx Acquisition. No amendment, modification or waiver to the Xxxxxxxxx Acquisition Agreement shall have occurred or shall exist that, in the aggregate, is materially adverse to the Company or its subsidiaries.

Xxxxxxxxx Acquisition. The Vendor agrees to cause the Company or a Subsidiary, as applicable, to complete the acquisition of the Xxxxxxxx’x Shares which were the subject of a put to the Company or a Subsidiary, as applicable, prior to the date of this Agreement.

Xxxxxxxxx Acquisition. Borrower shall be prepared to close the Xxxxxxxxx Acquisition and in connection therewith, (i) Guarantor shall have received or have binding commitments to receive, contingent only upon the making of the Loans contemplated hereby, an additional $4,900,000 in equity for Borrower, on terms and conditions reasonably satisfactory to Agent, (ii) Guarantor shall issue to the Xxxxxxxxx Stockholders stock of Guarantor having a value on the Closing Date of not greater than $3,000,000 in the aggregate, and (iii) Xxxxxxxxx'x balance sheet shall reflect cash or Cash Equivalents of at least $2,000,000.00. Borrower shall cause Xxxxxxxxx to enter into a Subsidiary Guaranty substantially in the form of Exhibit O hereto;

Xxxxxxxxx Acquisition. LIMITED a company incorporated in England and Wales with registered number 5720105 whose registered office is at c/o Mitre Secretaries Ltd, Mitre House, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (the Purchaser); and

Xxxxxxxxx Acquisition. (a) Complete and correct copies of the principal Xxxxxx.xxx Acquisition Documents have been provided to the Administrative Agent.

Xxxxxxxxx Acquisition. The Administrative Agent shall have received a certificate from the Borrower certifying that (i) the Xxxxxx.xxx Acquisition has been consummated on terms and conditions consistent with the terms of the Xxxxxx.xxx Acquisition Documents, (ii) the purchase price paid in connection with the Xxxxxx.xxx Acquisition did not exceed $85,000,000 (excluding reasonable transaction expenses) and (iii) such aggregate purchase price was partially funded with cash from the Parent and its Subsidiaries and cash on hand of the Target in an aggregate amount of at least $45,000,000. The Administrative Agent shall have received signed copies of the Xxxxxx.xxx Acquisition Documents and all of the documents, agreements or instruments evidencing any seller notes or earn-outs. The Administrative Agent also shall have received a detailed breakdown of the expected cost savings which are personnel related or specific third-party costs that are expected to be implemented within sixty (60) days after the Closing Date (by position, including compensation, etc.).

Related to Xxxxxxxxx Acquisition

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).
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:
Actions Pending Acquisition IV.01Forbearances of the Company. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by applicable Law, or with the prior written consent of First Foundation, which shall not be unreasonably withheld or delayed, the Company will not, and will cause each of its Subsidiaries not to:
Data Acquisition The acquisition of data to realistically simulate the electrical behavior of system components is a fundamental requirement for the development of a reliable interconnected transmission system. Therefore, the TSP and the Generator shall be required to submit specific information regarding the electrical characteristics of their respective facilities to each other as described below in accordance with ERCOT Requirements.
Approved Acquisitions Notwithstanding anything contained herein to the contrary, upon the consummation of any merger or other acquisition transaction of the type described in clause (A), (B) or (C) of Section 13.1 involving the Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s Affiliates or Associates) which agreement has been approved by the Board prior to any Person becoming an Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1.
Mergers, Acquisitions Merge or consolidate with any Person (whether or not the Company is the surviving entity), except a Subsidiary may consolidate with, or merge into, the Company or another Subsidiary, or, except as permitted by subsection 7.9(f), acquire all or substantially all of the assets or any of the capital stock of any Person.
Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:
Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.
No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, (i) 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, limited liability company, partnership, association or other business organization or division thereof or (ii) other than in the ordinary course of business, otherwise acquire or agree to acquire any assets which, in the case of this clause (ii), are material, individually or in the aggregate, to the Company.
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.

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