Subsequent Transaction. NEXTLINK shall promptly, and in any case within 48 hours after the entry into any Subsequent Transaction that is material to the business and financial condition of the NEXTLINK Group taken as a whole, inform Concentric in writing of the material terms and conditions of any such Subsequent Transaction (other than with respect to the transactions noted in the parenthetical in the definition of "Subsequent Transaction" entered into by NEXTLINK and shall provide to Concentric a copy of an opinion, which shall not be deemed to be addressed to Concentric, from a nationally recognized investment bank, acting as financial advisor to NEXTLINK, to the effect that, from a financial point of view, such Subsequent Transaction is fair to NEXTLINK or to the holders of NEXTLINK Common Stock, as applicable and, if applicable, NEXTLINK shall confirm in writing to Concentric the reasonable belief of NEXTLINK that such Subsequent Transaction would not cause: (x) the Mergers or the Alternative Merger, as applicable, to be treated as other than a 368 Reorganization or a 351 Transaction and the Exchange Offer to be treated as other than a 351 Transaction, (y) any of the conditions set forth in Article 10 hereof not to be satisfied, and (z) any such Subsequent Transaction would not, or would reasonably not be expected to, prevent, impair or materially delay the ability of NEXTLINK or Concentric to consummate the transactions contemplated hereunder or constitute or result in a NEXTLINK Material Adverse Effect. NEXTLINK shall be entitled to update the representations and warranties made by NEXTLINK in this Agreement solely for informational purposes and solely to the extent required as a result of the entering into of any such Subsequent Transaction.
Subsequent Transaction. The Company will not enter, prior to December 31, 2012, into any agreement for the merger, business combination or sale of all or substantially all of the Company’s assets to Red Mountain or to any of its Affiliates unless (a) such transaction is approved by a majority of the “independent directors” of the Company or two thirds (2/3) of the Company’s shareholders and (b) the Company obtains an opinion from an independent investment banking firm that the transaction is fair to the unaffiliated stockholders of the Company. For purposes of this section, the term independent directors refers to Pxxx X. Xxxxxxxxxx, Rxxxxxx X. Xxxx, Rxxxxxx X. XxXxxxx, Xx. and Jxxx X. Xxxxxxx (or their respective successors). For the avoidance of doubt, this provision will not apply to Red Mountain entering into private or public market purchases of the Company’s securities (whether directly with the Company or with third parties) or from acquiring additional shares of the Company’s Common Stock through the exercise of any warrants of the Company held by Red Mountain.
Subsequent Transaction. In the event that, within twelve (12) months of the Closing Date, the Purchaser enters into a binding agreement with an unaffiliated third party that, as of the date of this Agreement, owns or operates general aviation fixed base operations, at multiple locations in the United States pursuant to which the Purchaser, directly or indirectly, will sell, transfer or convey all the equity ownership interests in Executive or all or substantially all of the assets of Executive to such unaffiliated third party (a "SUBSEQUENT TRANSACTION"), then Purchaser shall pay to the Shareholders an amount equal to fifty percent (50%) of the difference between the aggregate consideration, including the assumption of any indebtedness for borrowed money, paid to Purchaser for the Subsequent Transaction and the Purchase Price, net of fees, costs and expenses (other than taxes), Purchaser incurs or otherwise pays in connection with the transactions contemplated hereby and the Subsequent Transaction. If such aggregate consideration for the Subsequent Transaction is less than the Purchase Price, then no payment shall be due from the Purchaser to the Shareholders. Such payment, if any, shall be made to the Disbursement Agent upon the closing of the Subsequent Transaction. For purposes of this Agreement, any third party that is managed by an entity that is owned or controlled, directly or indirectly, by Macquarie Bank Limited shall be deemed affiliated with Purchaser.
Subsequent Transaction. In the event of a sale, merger or other transaction in which VEBA Holdco receives, in exchange for the VEBA Shares, new shares or securities of Chrysler or any other company, this Contingent Value Right shall survive and be exercisable with respect to such shares or securities under the terms herein. The application of the factors in Section IV (B) shall be adjusted to reflect the new shares or securities received by VEBA Holdco.
Subsequent Transaction. Subject to the terms and conditions set forth in the Investment Agreement, the Company and the Investor shall each use their commercially reasonable efforts to cause the Subsequent Transaction to close on or before the one year anniversary of the Closing and the Company shall receive aggregate proceeds in an amount at least equal to the Remaining Private Investment Amount.
Subsequent Transaction. Subsequent to the completion of the sale and exchange of shares contemplated by Section 2 of the Recapitalization Agreement, at the Closing, Company shall issue and deliver to Sellers 9,853 shares of Common-A Stock and 1,095 shares of Common-L Stock in exchange for 1,261 shares of Preferred Stock. The number of shares of Common-A Stock, Common- L Stock and Preferred Stock to be transferred pursuant to this Section shall be allocated 6,504, 723 and 833 to Toray, 1,242, 138 and 159 to Toray America and 2,107, 234 and 269 to Shimadzu, respectively. Company and Purchaser agree that all the relevant provisions in the Stockholders Agreement and the Company's Restated Certificate of Incorporation which prohibit the transfer of those shares shall be waived for the purpose of this particular transaction.
Subsequent Transaction. 29 subsidiaries................................................................44 subsidiary..................................................................44
Subsequent Transaction. Parent has furnished the Company with true and correct copies of all agreements, understandings and interpretations relating to the Subsequent Transaction (collectively, the "Subsequent Transaction Agreements"). 29 23 ARTICLE V
Subsequent Transaction. In the event that, at any time during the three (3) years following the Closing, all or substantially all of the remaining assets of Seller are sold, transferred or otherwise disposed of (a “Subsequent Transaction”), prior to or concurrently with the consummation of such Subsequent Transaction, Seller shall deposit immediately available funds in an amount equal to $15,000,000 into an escrow account (the “Escrow Account”) with an escrow agent who shall be selected by Purchaser and reasonably acceptable to Seller, pursuant to an escrow agreement in form and substance reasonably agreed to by Purchaser (which escrow shall expire on the third anniversary of the Closing Date); provided that, if Seller shall have delivered to Purchaser at least fifteen (15) Business Days prior to the consummation of such Subsequent Transaction evidence reasonably acceptable to Purchaser that such subsequent transferee has a net worth, pro forma for such Subsequent Transaction, equal to or in excess of Seller’s net worth immediately prior to the consummation of such Subsequent Transaction, but in no event less than $50 million, then such subsequent transferee may assume all of Seller’s obligations under this Agreement pursuant to an assumption agreement among such subsequent transferee, Seller and Purchaser in a form and substance reasonably acceptable to Purchaser in lieu of Seller’s obligation to deposit any amounts into the Escrow Account pursuant hereto. Notwithstanding anything in this Agreement to the contrary, so long as Seller maintains a net worth equal to or in excess of $50 million, neither Seller nor any subsequent transferee shall have any obligations pursuant to this Section 7.25.
Subsequent Transaction. On the next business day after the Closing Date or as soon thereafter as may be agreed upon by the Company and Purchaser, pursuant to the terms of a Plan and Agreement of Merger between the Company and Principal to be executed substantially in the form attached hereto as Exhibit M, Principal shall merge with Principal Merger Company, with Principal to be the surviving entity and a wholly-owned subsidiary of the Company.
