Subsidiary Sale Sample Clauses

Subsidiary Sale. Prior to the Closing, Xxxx or one of its Subsidiaries (other than the Company or any Company Subsidiary) shall acquire from (a) Xxxx Autobuses, S.A. de C.V., a subsidiary of the Company ("Autobuses"), (i) all of the outstanding capital stock of Autopartes Hidalguenses, S.A. de C.V. ("Autopartes") owned by Autobuses and (ii) all of the outstanding capital stock of Carroceria Xxxxxxx, X.X. de C.V. ("Carroceria") owned by Autobuses, (b) MCII Trucks, Inc., a wholly owned subsidiary of the Company ("MCII Trucks"), all of the outstanding capital stock of Mexicana de Manufacturas Especiales, S.A. de C.V. ("MME") owned by MCII Trucks, and (c) Universal Coach Parts, Inc., an indirect wholly owned subsidiary of the Company ("Universal"), all of the outstanding capital stock of Universal Coach Parts Mexico, S.A. de C.V. ("Universal Mexico" and, together with Autopartes, Carroceria and MME, the "Transferred Subsidiaries") owned by Universal (collectively, the "Subsidiary Sale"), in each case, in exchange for the issuance by Xxxx of a promissory note in the amount set forth in Section 3.3 of the DISCLOSURE SCHEDULE (collectively, the "Xxxx Notes")."
Sample 1
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Subsidiary Sale. 8.1. Notwithstanding any compensation provided under the termination provisions of this Agreement, and subject to section 7.6 above, should there be a sale of any of the Company’s subsidiaries (each such sale being a “Subsidiary Sale”) either during the Term of this Agreement or within 6 months after the earlier of the following: i) the Expiration Date; ii) the date on which the Consultant terminates the agreement under section 7.1; iii) the date on which the Consultant gives notice under section 7.2; or iv) the date on which the Company gives notice under section 7.3, then, the Company shall be obligated to pay the Consultant a one-time lump sum payment in the amount equal to 2% of the total value of such Subsidiary Sale (the “Subsidiary Sale Entitlement”). The Subsidiary Sale Entitlement shall mirror the consideration provided to the Company by the purchaser of the subsidiary (the “Purchaser”), for further clarity, should the Company be issued:
Sample 1
Subsidiary Sale. Immediately following initial Closing, Purchaser will enter into an agreement with Rxxxxx Xxxx pursuant to which Purchaser will sell, assign and transfer 100% of the membership interest in Global Boatworks, LLC, a Florida limited liability company (“Global LLC”), in consideration of the assumption of approximately $400,000 in liabilities of Purchaser (the “Subsidiary Sale Agreement”).
Sample 1
Subsidiary Sale. Any Subsidiary Sale that is not to an Unaffiliated Third Party shall require the approval of a majority of the Representatives who are not an Affiliate of, or a Representative of an Affiliate of, the third party Person(s) or Entity(ies) with whom the Subsidiary Sale is consummated.
Sample 1
Subsidiary Sale. 3.1 Borrowers have requested that Administrative Agent and the Lenders (a) waive the application of any provisions of the Credit Agreement that may prohibit or be violated by the U.K. Subsidiary Sale, including, without limitation, Sections 7.04 and 7.05 of the Credit Agreement, to the extent applicable, and each other provision of the Credit Agreement and each other Loan Document that may prohibit or be violated by the U.K. Subsidiary Sale and (b) consent to the U.K. Subsidiary Sale.
Sample 1
Subsidiary Sale. The Subsidiary Sale shall have closed substantially upon the terms set forth in the Subsidiary Purchase Agreement.
Sample 1
Subsidiary Sale. On or before the earlier of the occurrence of an Event of Default or April 30, 2006, shall either (a) deposit 100% of the cash proceeds received in connection with the Subsidiary Sale in a Deposit Account maintained with Bank or an Affiliate of Bank and as to which only Bank shall have access to withdraw or otherwise direct the disposition of funds on deposit therein or (b) pay 100% of the cash proceeds received in connection with the Subsidiary Sale to Bank in immediately available funds for application by Bank to reduce the then outstanding Obligations.
Sample 1
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Subsidiary Sale. If any Subsidiary of a Party or any product line or business unit of a Party (the “Divesting Party”) is acquired during the Term of this Agreement, the rights of the Divesting Party under this Agreement with respect to such Subsidiary, product line or business unit (as applicable) shall extend to the benefit of the acquirer and the acquirer shall automatically be deemed to have received a grant from the other Party and its Subsidiaries of the rights, covenants and immunities under the —CONFIDENTIAL Licensed Patents and Covenant Patents of such other Party and its Subsidiaries with respect to such Subsidiary, product line or business unit (as applicable), to the same extent that the Divesting Party would have been entitled to exercise its rights with respect to such Subsidiary, product line or business unit (as applicable) if such sale had not occurred.
Sample 1

Related to Subsidiary Sale

  • Asset Sale In the event of an Acquisition that is an arms length sale of all or substantially all of Company’s assets (and only its assets) to a third party that is not an Affiliate of Company (a “True Asset Sale”), Holder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) permit the Warrant to continue until the Expiration Date if Company continues as a going concern following the closing of any such True Asset Sale. Company shall provide Holder with written notice of any proposed asset sale together with such reasonable information as Holder may request in connection with such asset sale giving rise to such notice, which is to be delivered to Holder not less than ten (10) business days prior to the closing of the proposed asset sale.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:

  • Limitation on Sales of Assets and Subsidiary Stock (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

  • CONTINUING SECURITY INTEREST; TRANSFER OF LOANS This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment in Full of all Secured Obligations, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment in Full of all Secured Obligations, the security interest granted hereby shall automatically terminate hereunder without delivery of any instrument or performance of any act by any party and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicable.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not in any manner transfer any property without prior or present receipt of full and adequate consideration.

  • Disposal of Subsidiary Stock Company shall not:

  • Consolidation, Merger or Sale or Transfer of Assets or Earning Power (a) In the event that, following the Shares Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n)) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n)) shall consolidate, merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(n) hereof), then, and in each such case proper provision shall be made so that (i) each holder of a Right (except as provided in Section 7(e)) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly issued, fully paid, non-assessable and freely tradable shares of Common Stock of the Principal Party (as hereinafter defined), not subject to any liens, encumbrances, rights of call or first refusal, or other adverse claims as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the Current Market Price per share of the Common Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall thereafter apply to such Principal Party; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock in accordance with Section 9) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Continuing Security Interest; Transfer of Notes This Security Agreement shall create a continuing security interest in the Collateral and shall

  • Sale and Transfer of Assets Subject to and in accordance with the terms and conditions of this Agreement, at the Closing on the Closing Date (as defined below) Seller shall convey, transfer, deliver and assign to Buyer, and Buyer shall accept from Seller all of the assets, rights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation (collectively, the "ASSETS"):

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