Further Acquisitions Sample Clauses
The 'Further Acquisitions' clause outlines the obligations or rights of a party to acquire additional assets, shares, or interests beyond the initial transaction. Typically, this clause specifies the conditions under which further purchases may occur, such as meeting certain performance targets or upon the occurrence of specific events, and may detail the process for determining price or terms for these subsequent acquisitions. Its core function is to provide a clear framework for future transactions between the parties, reducing uncertainty and ensuring that any additional acquisitions are handled in an orderly and pre-agreed manner.
Further Acquisitions. For a period of twenty-one (21) days commencing upon the earlier of (x) the one-year anniversary of this Agreement and (y) the termination of the Support Agreement (the “Election Period”), JPI shall have the right to require by written notice (the “Election”) to BGCP and the GFI Board to effect one or more mergers involving each of JPI (or its successor in interest) and GFI, on the one hand, and BGCP and/or its Affiliates, on the other hand (any such mergers, the “Back-End Mergers”).
(a) In the Back-End Merger involving JPI (such merger, the “JPI Merger”), which shall be effected pursuant to the steps set forth in Exhibit J-1, (i) each share of outstanding common stock of JPI (or its successor in interest) (other than any dissenting shares) beneficially owned directly or indirectly by Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall be converted in the JPI Merger into a number of BGCP Shares equal to a fraction, (A) the numerator of which is the JPI Per Share Merger Consideration minus the JPI Per Share Damages Amount (if any), as applicable, and (B) the denominator of which is $9.46 (appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon occurring after the date of this Agreement); and (ii) each other share of outstanding common stock of JPI (or its successor in interest) (other than any dissenting shares) shall be converted in the JPI Merger into (A) an amount of cash equal to the JPI Per Share Merger Consideration multiplied by 0.3 and (B) a number of BGCP Shares equal to a fraction, (I) the numerator of which is the JPI Per Share Merger Consideration multiplied by 0.7, and (II) the denominator of which is $9.46 (appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon occurring after the date of this Agreement); and (b) in the Back-End Merger involving GFI (such merger, the “GFI Merger”), which shall be effected pursuant to the steps set forth in Exhibit J-2, each share of outstanding GFI common stock (other than dissenting shares and shares held by BGCP or Purchaser) shall be converted into the right to receive an amount in cash equal to the Offer Price (appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon occurring after the date of this Agreement). As a ...
Further Acquisitions. From the date of this Agreement until the Closing, Seller shall not acquire, either directly or indirectly, any oil, gas or other Hydrocarbon leases or other rights to Hydrocarbons or other minerals in place on the lands described on Exhibit C, or allow any of its Affiliates or any of the Persons who are members of Seller or its Affiliates to do so.
Further Acquisitions. This Agreement shall in no way be construed to preclude any Consenting Senior Discount Noteholder from acquiring additional 5 1/4% Subordinated Notes, 6 1/4% Subordinated Notes and/or Senior Discount Notes. However, any such 5 l/4% Subordinated Notes, 6 1/4% Subordinated Notes or Senior Discount Notes so acquired shall automatically be deemed to be subject to all of the terms of (i) in the case of the 5 1/4% Subordinated Notes and the 6 1/4% Subordinated Notes, the PSA and (ii) in the case of the Senior Discount Notes, this Agreement.
Further Acquisitions. The Conservancy District and City acknowledge that a portion of the Premises has been specifically identified by Subtenant as potentially not owned or controlled by the Conservancy District or City that is identified in EXHIBIT B attached hereto, and that Subtenant has agreed to obtain all right, title and interest in and to such property and convey good and marketable title to same to the Conservancy District on or before the Commencement Date. In consideration of Subtenant's efforts, the additional monies that City shall agree to contribute to Subtenant to obtain such property and the conveyance of such property to the Conservancy District, the Conservancy District agrees that it shall split the cost of such acquisition with City and be responsible for up to a maximum sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00) of the cost of such acquisition. City shall receive a credit against the Rent due hereunder in the sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00) or one-half of the total amount ultimately credited against payments due City under the Development Agreement far such acquisition, whichever is less. The parties agree that the credit shall be allocated and applied on a pro-rata basis against the Rent payable during the first two (2) Years of the Term.
Further Acquisitions. Green Diamond may request that the HCP and ITP be modified to include lands in the Tree Farm other than those described in Section 10.1(b). Any such request will be processed in accordance with Section 11.3(b) hereof.
Further Acquisitions. This Agreement shall in no way be construed to preclude any Consenting 5 1/4% Subordinated Noteholder or Consenting 6 1/4% Subordinated Noteholder from acquiring additional 5 1/4% Subordinated Notes, 6 1/4% Subordinated Notes and/or Senior Discount Notes. However, any such 5 1/4% Subordinated Notes, 6 1/4% Subordinated Notes or Senior Discount Notes so acquired shall automatically be deemed to be subject to all of the terms of this Agreement.
Further Acquisitions. The Franchisee shall be required to obtain, at its expense, any further rights and privileges from any abutting landowners as necessary.
Further Acquisitions. This Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Lender Indebtedness. However, any such Lender Indebtedness so acquired shall automatically be deemed to be subject to all of the terms of this Agreement.