Acquisition of Equity Interests Sample Clauses

Acquisition of Equity Interests. The Buyer is acquiring the Equity Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Buyer has not entered into, and has no plan or intention to enter into or to cause the Acquired Companies to enter into (except in the ordinary course of business), negotiations with any third party regarding the sale, transfer, assignment, conveyance or other disposition of the Equity Interests or any Assets. The Buyer has not acted or been engaged as an agent, broker, finder or intermediary on behalf of any Person with respect to the sale, transfer, assignment, conveyance or other disposition of the Equity Interests or any assets of any Acquired Company. The Buyer acknowledges that the Equity Interests are not registered under the Securities Act or any state securities laws, and that the Equity Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. The Buyer is able to bear the economic risk of holding the Equity Interests for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.
Sample 1
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Acquisition of Equity Interests. The acquisition by CORR or its wholly-owned Subsidiary of all of the equity interests in the Company formerly owned by Xxxx Avenue Investments LLC and subsequently transferred to Prudential shall, concurrently with the Closing, have been fully consummated.
Sample 1
Acquisition of Equity Interests. Purchase, redeem, retire or otherwise acquire any of its general partnership interests or limited partnership interests (or any units representing the same) of any of its general partners or limited partners, or make any commitment to do so; PROVIDED, HOWEVER, that MLP shall be permitted to do so as long as no Default or Event of Default then exists or would result therefrom.
Sample 1
Acquisition of Equity Interests. Buyer shall have the right and option (the “SPE Option”), exercisable by delivery of written notice delivered to Seller at any time prior to Closing, to elect to effect the acquisition of the Property hereunder through the assignment to Buyer of all of the ownership interests in a newly-formed single purpose entity (an “SPE”) that will own the Property as of the Closing Date. Seller and Buyer acknowledge that any restructuring of the purchase of the Property hereunder will include (i) Seller forming a new SPE in a form and state of organization that is reasonably acceptable to Buyer and having a name of Buyer’s choosing, and contributing the Property to such SPE, by and/or through a wholly-owned subsidiary of Seller should Seller so choose, with both the formation of the entity and the contribution of the Property occurring on the date that is two (2) Business Days prior to Closing (the “Assignment Date”), (ii) Seller providing to Buyer any and all due diligence and other information reasonably requested by Buyer with regard to the SPE (and the conveyance of the Property to any such SPE), (iii) Buyer approving the forms of organizational documents of the SPE, (iv) the contribution of the Property to the SPE will occur by the delivery of the Deed (and other conveyance documents contemplated by this Agreement) by the Seller to the SPE and the recordation of the Deed in the appropriate land records, and the assignment to Buyer of all of the ownership interests in SPE would occur by the delivery at the Closing of an assignment instrument in the form of Exhibit J attached hereto (the “Assignment of Membership Interest”) from Seller to Buyer, and (v) Seller will cause all managers, officers and other authorized signatories of SPE to resign effective upon the Closing. If Buyer does not exercise the SPE Option, Buyer shall be responsible for all Liabilities resulting from Buyer’s failure to exercise the SPE Option, including, without limitation, any transfer tax liability that may become due in connection with the transfer of the Property to Buyer.
Sample 1
Acquisition of Equity Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing IMPCO shall acquire from the Founders collectively, and the Founders shall individually and collectively sell and convey to IMPCO, the Founders’ Quota, free and clear of all Liens and other interests of any type and nature whatsoever, and effective thereupon, a notarial deed in the form of Exhibit A shall be made effective and IMPCO shall be recorded as the sole owner of the Quota. From and after the Closing, IMPCO shall succeed to and assume all of the rights and obligations of the Founders with respect to BRC and its subsidiaries and its Affiliated Companies, in each case in accordance with the laws of the Republic of Italy and of any other jurisdictions pertinent thereto.
Sample 1
Acquisition of Equity Interests. The Company will not, and will not permit any of its Subsidiaries to, redeem or acquire any of the Company’s Equity Interests, other than (a) the purchase or redemption of Equity Interests in connection with a simultaneous sale of an equivalent or greater amount of Equity Interests for not less than the same aggregate purchase or redemption price, and (b) up to the aggregate amount of $250,000 in any Fiscal Year for the purchase of Equity Interests, of the Company (i) using funds escrowed pursuant to the Company’s Amended and Restated Executive Deferred Compensation Plan, as amended from time to time, or any replacement plan therefor in effect from time to time or (ii) pursuant to the Company’s or any Restricted Subsidiary’s management incentive plans, as amended from time to time, or any replacement plan therefor in effect from time to time. Except for Equity Interests owned by the Company, the Company will not permit any Subsidiary to redeem or acquire any of its own Equity Interests.
Sample 1

Related to Acquisition of Equity Interests

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Issuance of Equity Interests Issue or allow to be created any stocks or shares or shareholder, partnership or membership interests, as applicable, or other ownership interests other than the stocks, shares, shareholder, partnership or membership interests and other ownership interests which are outstanding or exist on the Closing Date or any security or other instrument which by its terms is convertible into or exercisable or exchangeable for stock, shares, shareholder, partnership or membership interests or other ownership interests in any Borrower or Operating Lessee, unless otherwise permitted under this Agreement in connection with any Mezzanine Loan. No Borrower or Operating Lessee shall allow to be issued or created any stock in any Borrower’s or Operating Lessee’s general partner or managing member, as applicable, other than the stock which is outstanding or existing on the Closing Date or any security or other instrument which by its terms is convertible into or exercisable or exchangeable for any stock in such Borrower’s general partner or managing member, as applicable.

  • Formation or Acquisition of Subsidiaries Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

  • Creation/Acquisition of Subsidiaries In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Equity Interest The stock of or other interests in, or warrants or other rights to purchase the stock of or other interests in, any entity that has borrowed money from the Company or that is a tenant of the Company or that is a parent or controlling Person of any such borrower or tenant.

  • Equity Interests and Subsidiaries Schedule 3.07 sets forth (i) each Group Member and its jurisdiction of incorporation or organization as of the SecondFourth Amendment FundingEffective Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the SecondFourth Amendment FundingEffective Date. All Equity Interests of each Group Member are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of Holdings, are owned by Holdings, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of the Borrower are owned directly by Holdings. Each Loan Party is the record, legal and beneficial owner of, and has good and valid title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons (other than Permitted Equity Liens), and, as of the SecondFourth Amendment FundingEffective Date, there are no outstanding warrants (other than the Warrants, the warrants described in Section 3.17 of the Fourth Amendment and the Fourth Amendment Warrants, if any, issued on the Fourth Amendment Effective Date), options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

  • Pledged Equity Interests Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).

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