Consolidation Transactions. Concurrent with the transaction contemplated hereby, Buyer is acquiring in a series of transactions various other companies engaged in the business of cost reduction, cost recovery and profit enhancement services by means of mergers into Buyer, or acquisitions by Buyer of all or substantially all of the assets or stock or other equity interests of such companies (collectively, the "CONSOLIDATION TRANSACTIONS"). The Company and the Members acknowledge that as a result of the complexity of the transactions contemplated hereby and the Consolidation Transactions, the Closing contemplated hereby and the closing of the Consolidation Transactions must be concurrent at a time designated by Buyer. Accordingly, the Company and the Members shall upon receipt of the Closing Notice but prior to the Closing Date (i) provide any outstanding documentation required to effect the Closing pursuant to this Agreement in escrow pending release upon authorization of the Members at the Closing, (ii) complete performance of their respective obligations hereunder and under the other Transaction Documents to be performed by the Closing, and (iii) update the schedules hereto and any other documentation or information provided to Buyer during the course of this transaction such that all such disclosures shall be accurate and current as of the Closing Date.
Consolidation Transactions. 40 4.11 Supplemental Disclosure..................................................... 40 4.12 HSR......................................................................... 40 4.13
Consolidation Transactions. (a) Upon any IPMD Entity entering into a transaction that could be a Consolidation Transaction, IPMD shall promptly (and in any event within three business days of the applicable Consolidation Transaction Agreement Date) notify in writing (each such notice, a “Consolidation Transaction Notice”) each of the Investors of such transaction. Each Consolidation Transaction Notice shall include (i) a description of the terms of such Consolidation Transaction (including a description of the consideration to be paid by the parties and the form of such consideration and the date on which such Consolidation Transaction has occurred or is expected by IPMD to occur), (ii) a copy of the relevant Consolidation Transaction Agreement (and related agreements), (iii) IPMD’s determination of the Aggregate Consideration Value of such Consolidation Transaction, (iv) the adjusted Threshold Share Number resulting from such Consolidation Transaction and (v) the amount and form of any Equalization Payment that must be made to the Investors pursuant to this Agreement in respect of such Consolidation Transaction and the date or dates on which such Equalization Payments will be made. Each Consolidation Transaction Notice shall provide the details of all calculations underlying the amounts set forth therein.
Consolidation Transactions. The Consolidation Transactions (other than with respect to Contributing Member Interests which are excluded pursuant to Section 1.06, in each case such Contributing Member Interests will not be contributed pursuant to this Agreement) shall have been consummated not later than the Closing Date. This condition may not be waived by any party.
Consolidation Transactions. The Consolidated Transactions (including, without limitation, the closing under the Contribution Agreement (as defined in the Proxy Statement), the Exchange Offer and the Refinancing (as defined in the Proxy Statement)) shall have been consummated in all material respects upon the terms and conditions set forth in the Proxy Statement, or all conditions thereto shall have been satisfied so that the same shall occur concurrent with the Closing of the Purchased Shares.
Consolidation Transactions. Effective as of December 14, 1998, the Buyer acquired approximately 38 companies engaged in the business of cost reduction, cost recovery and profit enhancement services by means of acquisitions by Buyer of all or substantially all of the assets or stock or other equity interests of such companies (collectively, the "INITIAL CONSOLIDATION TRANSACTIONS"). Contemporaneously with the transaction contemplated hereby, Buyer is attempting to acquire various other companies (with the transaction contemplated hereby, the "ADDITIONAL CONSOLIDATION TRANSACTIONS"), and following closing or abandonment of the Additional Consolidation Transactions, Buyer intends to pursue still more acquisitions (the "FURTHER CONSOLIDATION TRANSACTIONS").
Consolidation Transactions. Concurrent with the transaction contemplated hereby, Buyer is acquiring in a series of transactions various other companies engaged in the business of cost reduction, cost recovery and profit enhancement services by means of mergers into Buyer, or acquisitions by Buyer of all or substantially all of the assets or stock or other equity interests of such
Consolidation Transactions. Neither the Issuer nor any Guarantor shall consolidate or merge with or into, or sell, lease, convey or otherwise transfer all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the Exchangeable Notes, the Guarantees or the Indenture (as an entirety or substantially as an entirety in one transaction or in a series of related transactions), to any Person (in each case other than in a transaction in which Hovnanian, the Issuer or a Guarantor is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other transfer) (any such transaction, a “Consolidation Transaction”) unless:
Consolidation Transactions. Effective as of December 14, 1998, the Buyer acquired approximately 38 companies engaged in the business of cost reduction, cost recovery and profit enhancement services by means of acquisitions by Buyer of all or substantially all of the assets or stock or other equity interests of such companies (collectively, the "INITIAL CONSOLIDATION TRANSACTIONS"). Contemporaneously with the transaction contemplated hereby, Buyer is attempting to acquire various other companies (with the transaction
Consolidation Transactions. The Agent shall have received evidence satisfactory to the Agent that the Guarantor shall have consummated the consolidation transactions referred to in the Proxy Materials.
