Formation of Subsidiary. IWRA shall use its reasonable best efforts (i) to form either (A) a single purpose subsidiary in which to conduct any and all activities of IWRA other than as specified in Section 4.10(i)(B), or (B) a single purpose subsidiary to receive any and all fees and payments contemplated by the Lease and the Management Agreement, and (ii) to obtain all consents and approvals necessary from any Governmental Authority with respect to the formation of such subsidiary. If IWRA elects to, and is otherwise able to, form a subsidiary under clause (i)(B) of this Section 4.10, IWRA shall assign the Lease and Management Agreement to such subsidiary (HBR's consent to such assignment being hereby acknowledged).
Formation of Subsidiary. On or prior to March 20, 1998, Xxxxxxxx will form a wholly-owned Subsidiary which will be a Delaware corporation. Such Subsidiary will be the "Merger Sub" referred to in this Agreement. Xxxxxxxx will cause such Subsidiary to become a party to this Agreement and the Indemnity Escrow Agreement by executing and delivering to Xxxxxxxx a counterpart thereof.
Formation of Subsidiary. Lender hereby acknowledges notice of and hereby consents to the formation of CBCO.
Formation of Subsidiary. Borrower has notified Bank that it created Securities Corp. Bank hereby consents to the formation of Securities Corp., and agrees that the formation of Securities Corp. shall not, in and of itself, constitute an “Event of Default” under Section 6.10 (relative to formation or acquisition of subsidiaries), Section 7.3 (relative to mergers or acquisitions), or Section 7.7 (relative to distributions and investments) of the Loan Agreement. Securities Corp. shall continue to be subject to all of the terms and conditions of the Loan Agreement, applicable to Subsidiaries, including, without limitation, restrictions on investments set forth in the definition of “Permitted Investments” pursuant to Section 13.1 of the Loan Agreement. Securities Corp. is not a co-borrower under the Loan Agreement and Bank hereby waives Borrower’s compliance with the affirmative covenant set forth in Section 6.10(a)-(c) of the Loan Agreement with respect to the Securities Corp.
Formation of Subsidiary. In the event that Borrower has not satisfied the Condition Subsequent under SECTION 3.2 hereof on or before March 31, 2010, Borrower promptly shall, but in no event later than April 15, 2010, (i) form a special purpose subsidiary to hold all of its Oil and Gas Properties, (ii) Borrower shall convey all of its Oil and Gas Properties to such Subsidiary subject to the Liens in favor of Administrative Agent, (iii) such Subsidiary shall become an Guarantor hereunder and pledge all of its assets to Administrative Agent as security for its Guaranty and Borrower's Obligations, and (iv) Borrower shall pledge all of the equity in such Subsidiary in favor of Administrative Agent.
Formation of Subsidiary. First Chesapeake shall have formed the Subsidiary reasonably satisfactory to Xxxxxxx.
Formation of Subsidiary. Prior to the Closing, the Buyer formed a wholly owned subsidiary established for the purpose of developing oil properties and has agreed to contribute $200,000 to the capital of the subsidiary, $100,000 of which was contributed at the time of the execution of the Letter of Intent and the balance of which will be contributed at the Closing. The $200,000 shall be used in the sole discretion of Xxxxxx for expenses associated with the operations of the subsidiary. The Buyer agrees to appoint the individual selected by Xxxxxx to serve as the Chief Executive Officer of the subsidiary, subject to such individual’s agreement as to compensation for such services and further subject to a satisfactory background check performed by Buyer. Immediately after the Closing, the Buyer shall transfer the Assets to the subsidiary.
Formation of Subsidiary. On or prior to March 20, 1998, Glencairn will form a wholly-owned Subsidiary which will be a Delaware corporation. Such Subsidiary will be the "Merger Sub" referred to in this Agreement. Glencairn will cause such Subsidiary to become a party to this Agreement and the Indemnity Escrow Agreement by executing and delivering to Xxxxxxxx a counterpart thereof.
Formation of Subsidiary. Island Breeze International, Inc. and IBI shall promptly upon receipt of funds from GM totaling Two Million Dollars ($2,000,000) in the form of: (i) a Six Hundred Thousand ($600,000) equity purchase of Island Breeze International, Inc. stock; and (ii) a One Million Four Hundred Thousand ($1,400,000) Dollar Convertible Note (as further described in Section 3.2), cause to be formed a subsidiary corporation organized in a non-United States Jurisdiction (the “Subsidiary”).
Formation of Subsidiary. After the first Qualified Transaction (as defined below), OBM shall, in its sole discretion, form and incorporate in the state of Delaware the OceanTeton Entity. Immediately after the formation and incorporation of the OceanTeton Entity and the issuance of equity by OceanTeton Entity to Teton pursuant to Section 4.2.2 below, OBM and Teton hereby agree that this Agreement shall be automatically assigned by OBM to the OceanTeton Entity effective as of the date of formation and incorporation of the OceanTeton Entity (the “Assignment Effective Date”). As of the Assignment Effective Date, OceanTeton Entity shall assume all rights and obligations set forth in this Agreement and all liabilities of OBM hereunder, and OBM shall no longer have any rights and obligations under this Agreement and shall not bear any liabilities relating to or arising from this Agreement. Notwithstanding anything to the contrary set forth herein, as of the Assignment Effective Date, the OceanTeton Entity shall be deemed to be the “Licensee” for purposes of this Agreement.
