The Reverse Acquisition Sample Clauses

The Reverse Acquisition. Upon the terms and subject to the conditions of this Agreement, and in accordance with the Corporation Law of the State of Nevada (the "Nevada Act"), at the Effective Time (as defined below), the parties hereto shall effect the acquisition of TDI's shares by Greenway. As a result of the acquisition of all issued and outstanding shares of TDI by Greenway as of the effective time, as defined herein, of this Agreement, TDI will become a wholly owned subsidiary of Greenway and its sole operating business, ("The Subsidiary"). As part of and as a necessary term and condition of this Reverse Acquisition, Greenway shall effect a Nineteen and One-half to One (19.5:1) reverse split of its presently issued and outstanding shares prior to the closing of the Reverse Acquisition. TDI will have appointed, effective at Closing, as defined herein, a new slate of three directors for Greenway which will have been elected by the shareholders of Greenway prior to Closing and who will assume office at the time of and in the event of Closing. Greenway will further have obtained majority shareholder consent to the change of its name from Greenway to TDI and will operate the TDI subsidiary as its sole operating business and enterprise, until otherwise determined by the Board. Greenway will also change its principal business location and operations to the facilities presently employed by TDI, or as otherwise designated by the Board. Finally, as a condition to the Closing of the Reverse Acquisition, Greenway shall have issued to the Owners two million shares of its reverse split stock (2,000,000 shares) being not less than Sixty-Two per cent (62%) of its entire issued and outstanding stock subsequent to the reverse split and at the time of Closing.
Sample 1
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Related to The Reverse Acquisition

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

  • Mergers, Acquisitions Merge or consolidate with any Person (whether or not the Company is the surviving entity), except a Subsidiary may consolidate with, or merge into, the Company or another Subsidiary, or, except as permitted by subsection 7.9(f), acquire all or substantially all of the assets or any of the capital stock of any Person.

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • 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.

  • Fundamental Changes and Acquisitions Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except:

  • Limited Condition Acquisition For purposes of (i) determining compliance with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

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