Vessel Acquisitions Sample Clauses

Vessel Acquisitions. At the time of the consummation thereof, each Vessel Acquisition shall have been consummated in all material respects in accordance with the terms of the respective Vessel Acquisition Documents and all applicable laws. At the time of consummation of each Vessel Acquisition, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all governmental agencies, authorities or instrumentalities required in order to make or consummate such Vessel Acquisition will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon any Vessel Acquisition. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon any Vessel Acquisition, or the occurrence of any Credit Event or the performance by the Borrower or any other Credit Party of their respective obligations under the respective Credit Documents. At the time of the consummation thereof, all actions taken by the Borrower pursuant to or in furtherance of the Vessel Acquisitions have been taken in all material respects in compliance with the respective Vessel Acquisition Documents and all applicable laws.
Sample 1See All (4)
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Vessel Acquisitions. At the time of consummation of each Vessel Acquisition, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all governmental agencies, authorities or instrumentalities required, if any, in order to make or consummate such Vessel Acquisition will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained), (ii) all applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon any Vessel Acquisition, (iii) no judgment, order or injunction prohibiting or imposing material adverse conditions upon any Vessel Acquisition, or the incurrence of any Loan or the performance by the Borrower or any other Credit Party of their respective obligations under the respective Credit Documents shall exist and (iv) all actions taken by the Borrower and its Subsidiaries pursuant to or in furtherance of such Vessel Acquisitions have been taken in all material respects in compliance with all applicable laws.
Sample 1Sample 2
Vessel Acquisitions. Xxxxx hereby grants to OceanPal a right of first refusal over any opportunity available to Xxxxx (or any wholly-owned subsidiary of Xxxxx) to acquire or to charter-in any dry bulk vessel larger than 70,000 deadweight tons built prior to 2006 (an "Acquisition Opportunity") in accordance with this Section 1(a). In the event that an Acquisition Opportunity is made available to Xxxxx, Xxxxx shall notify OceanPal of such Acquisition Opportunity. To the extent such Acquisition Opportunity constitutes the acquisition of a vessel, such Acquisition Opportunity shall be offered to the Company at a purchase price not to exceed the fair market value of the vessel, which fair market value shall be determined as the average of two independent broker valuations of two brokers mutually agreeable to each of Xxxxx and OceanPal. Within seven (7) calendar days after receipt of such notice from Xxxxx, OceanPal shall have the right to exercise its right of refusal and pursue the Acquisition Opportunity. In the event that OceanPal does not exercise its right of first refusal on or before the seventh day following receipt of the notice from Xxxxx, Xxxxx shall be entitled to pursue such Acquisition Opportunity. To the extent that the seller or charterer of any vessel that is the subject of an Acquisition Opportunity indicated in writing that it is unwilling or unable to sell or charter the vessel that is the subject of an Acquisition Opportunity to OceanPal, Xxxxx shall have the right, but not the obligation, to purchase the vessel itself and offer OceanPal the opportunity to purchase the vessel on substantially the same terms within 30 days of such acquisition by Xxxxx and OceanPal shall have up to 15 days to elect to purchase such vessel from Xxxxx.
Sample 1
Vessel Acquisitions. No Obligor shall purchase or otherwise acquire any assets other than its Vessel and related assets.
Sample 1
Vessel Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, consummate a Vessel Acquisition unless either (i) the conditions set forth in Sections 5 and 6 with respect to the Top Glory Vessel being acquired are complied with in all respects on the date of such acquisition whether or not Loans are incurred on the date of such Vessel Acquisition or (ii) an amount equal to 85% of the purchase price of such Top Glory Vessel is contributed to the Borrower.
Sample 1
Vessel Acquisitions. On or prior to the date that a Vessel Acquisition is consummated, the Credit Parties shall have delivered to the Administrative Agent an updated Schedule III that includes the name, registered owner, official number, and jurisdiction of registration and flag of the Mortgaged Vessel acquired pursuant to such Vessel Acquisition.
Sample 1
Vessel Acquisitions. (a) Each of the Grantors hereby agrees that, from the date hereof and until the expiration of the Commitment Period, it will notify the Company prior to any acquisition or proposed acquisition (including a conditional sales agreement or similar transaction, a "Proposed Acquisition") by it, or any of its Affiliates, of any drybulk carrier or container ship (including an entity owning such drybulk carrier or container ship, a "Vessel") by delivering a written notice (an "Acquisition Notice") to the Company, advising the Company of the details of the Proposed Acquisition of a Vessel, including its terms, and offering to permit the Company to acquire the Vessel. For purposes of this Agreement, an "
Sample 1
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Related to Vessel Acquisitions

  • 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.

  • 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, 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).

  • 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:

  • Approved Acquisitions Notwithstanding anything contained herein to the contrary, upon the consummation of any merger or other acquisition transaction of the type described in clause (A), (B) or (C) of Section 13.1 involving the Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s Affiliates or Associates) which agreement has been approved by the Board prior to any Person becoming an Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1.

  • 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:

  • 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.

  • Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

  • Investments and Acquisitions The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or (ii) other than in the ordinary course of business, otherwise acquire or agree to acquire any assets which, in the case of this clause (ii), are material, individually or in the aggregate, to the Company.

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