SHPP Transaction Consent Sample Clauses

SHPP Transaction Consent. The Borrowers have advised the Agent and the Lenders that SHPP desires to consummate the Medical Office Purchase, the SHPP RDA Loan Transaction and certain other transactions described below and Sunlink and Sunlink Healthcare desire to execute and deliver to the SHPP Lender the SHPP RDA Loan Guarantees, as described in detail as follows: (a) SHC Ellijay will exercise its option to purchase the Medical Office (the “Option Exercise”) and purchase the Medical Office and concurrently SHPP, with the financing concurrently provided by the SHPP RDA Loan Transaction, will acquire the Medical Office from SHC Ellijay and SHC Ellijay will pay the consideration due the seller under the Medical Office Purchase and consummate the Medical Office Purchase, (b) SHC Ellijay concurrently with the extension of the SHPP RDA Loan will transfer to SHPP certain equipment having a net book value of approximately $120,000 as more fully described on Exhibit 1(a) hereto and requests that Agent agree to release its Liens on such equipment effective upon such transfer (collectively the “Equipment Transfer and Release”), (c) concurrently with the Medical Office Purchase, SHPP will enter into a certain loan agreement with the SHPP RDA Lender, together with a certain related promissory note evidencing indebtedness in the original principal amount of $2,100,000; (d) concurrently with the Medical Office Purchase, SunLink and SunLink Healthcare will enter into the SHPP RDA Loan Guarantees in favor of the SHPP RDA Lender; and (e) concurrently with the extension of the SHPP RDA Loan, SHPP will enter into a security agreement, a deed of trust and certain other documents related thereto (as in effect on the date hereof, the “SHPP RDA Security Documents”), pursuant to which SHPP will xxxxx x xxxx on and security interest in the assets and property described in such SHPP RDA Security Documents as in effect on the date hereof as “Collateral” and “Mortgaged Property” to and for the benefit of the SHPP RDA Lender (such assets and property, the “SHPP RDA Collateral”). Section 6.12 of the Credit Agreement prohibits the making of certain Investments, including the purchase of real estate. Section 6.5 of the Credit Agreement prohibits the creation of certain restrictions on the creation of Liens or the payment of dividends and distributions. Sections 6.13, 6.14 and 6.15 of the Credit Agreement prohibit the incurrence of certain Indebtedness, Liens, and Contingent Obligations (subject to enumerated except...
Sample 1
AutoNDA by SimpleDocs

Related to SHPP Transaction Consent

  • Required Consent Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Section 4.1(b) of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following:

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • No Change in Recommendation or Alternative Acquisition Agreement The board of directors of the Company and each committee thereof shall not:

  • of the Merger Agreement Section 3.5 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

Time is Money Join Law Insider Premium to draft better contracts faster.