Xxxxxx Transaction. All of the conditions to closing with respect to ------------------ the Company's purchase of Xxxxxx'x 50% interest in OnSite and repayment in full the outstanding balance owed by the Company to an affiliate of Xxxxxx pursuant to a loan agreement and term note dated as of December 19, 1996 (including without limitation repurchasing warrants to purchase 300,000 shares of the Company's Common Stock issued pursuant to that loan agreement) shall have been satisfied or waived.
Xxxxxx Transaction. 33 7.15 Use of Name................................................... 33 7.16 Taxes......................................................... 33 7.17
Xxxxxx Transaction. Within 150 days after the Closing Date, Buyer shall remove the Xxxxxx Equipment from the Xxxxxx Facility. If the aggregate cost of completing the Xxxxxx Transaction, to the extent conducted in accordance with the plan described in Schedule 7.14 hereto, exceeds $450,000, Seller shall promptly pay to Buyer the amount of such excess upon written request from Buyer specifying in reasonable detail the aggregate costs of the Xxxxxx Transaction. At the Closing, Seller and Buyer shall enter into the Xxxxxx Use and Occupancy Agreement relating to the use by Buyer of the Xxxxxx Facility after the Closing.
Xxxxxx Transaction. Subversive has provided LCV with a true, correct and complete executed copy of the Xxxxxx Transaction Agreement and any ancillary documents executed in connection therewith.
Xxxxxx Transaction. During the Interim Period, Subversive shall (a) notify LCV promptly of any material developments with respect to the Xxxxxx Transaction, (b) not enter into any amendments or waivers of the Xxxxxx Transaction Agreement without LCV’s prior written consent (not to unreasonably withheld) that would (i) increase the consideration (including contingent consideration) payable under the Xxxxxx Transaction, (ii) require the issuance of any equity securities consideration (including contingent consideration) pursuant to the Xxxxxx Transaction other than in Subversive Common Shares, (iii) require the entering into of any employment agreements or commitments to pay any compensation to any directors, officers or employees of Xxxxxx not contemplated under the Xxxxxx Transaction Agreement, or (iv) permit Xxxxxx or its Subsidiaries to acquire any Cannabis business or incur any Indebtedness for borrowed money, in each case beyond what is permitted under the Xxxxxx Transaction Agreement and the SC Agreements and (c) provide LCV with a true, correct and complete copy of the Xxxxxx Transaction Agreement, including all exhibits, schedules, amendments, modifications or supplements thereto.
Xxxxxx Transaction. Notwithstanding anything in this Agreement to the contrary, neither (a) the approval, execution, delivery, amendment or consummation of any of the transactions contemplated by the Merger Agreement or the Tender Agreement or (b) the public announcement or making of a tender offer by Xxxxxx for Common Shares of the Company, or the acceptance for purchase of such shares thereunder, shall cause (i) Xxxxxx to become an Acquiring Person, (ii) a Shares Acquisition Date to occur, or (iii) a Distribution Date to occur. Any Distribution Date that might or could otherwise occur under this Agreement shall be indefinitely deferred until such time as the Board of Directors may otherwise determine.
Xxxxxx Transaction. Concurrent with the Closing hereunder, EVSF ---------------------- shall purchase the 50% interest of Xxxxxx in OnSite and repay in full the outstanding balance owed by EVSF to Casuarina, a wholly-owned subsidiary of Xxxxxx, pursuant to a loan agreement and term not dated December 19, 1996 (including without limitation repurchasing warrants to purchase 300,000 shares of EVSF's Common Stock issued pursuant to that loan agreement).
Xxxxxx Transaction. The closing with Xxxxxx under a Membership Interest Agreement acceptable to both Xxxxxx and Buyer shall occur simultaneously with the Closing. (e)
Xxxxxx Transaction. (a) The Purchaser Parties each represent to the Company that they have entered into a definitive binding agreement pursuant to which, subject to the terms and conditions set forth therein, the Purchaser Parties will effectuate transaction(s) in order for Xxxxxx to become, directly or indirectly, the sole beneficial owner of all of the Securities (the “Xxxxxx Transaction”). Notwithstanding Section 4.12 hereof, the Company hereby approves the transfer, directly or indirectly, of the beneficial ownership of the Securities to Xxxxxx, provided that Xxxxxx shall assume all of the rights and obligations of Purchaser under this Agreement and thereafter, Xxxxxx shall be deemed the “Purchaser” under this Agreement for all intents and purposes; provided further that, prior to the consummation of the Xxxxxx Transaction, the Purchaser Parties shall comply with all reasonable requests by the Company in order to effect the transfer of the Securities as contemplated by the Xxxxxx Transaction.
Xxxxxx Transaction. Notwithstanding anything in this Agreement to the contrary, the approval, execution, delivery, performance, exercise of rights pursuant to, amendment or consummation of any transaction contemplated by the Acquisition Agreement or the Option Agreement shall not cause (i) Xxxxxx to become an Acquiring Person, (ii) a Stock Acquisition Date to occur, (iii) a Flip-in Date to occur, (iv) a Flip-over Transaction or Event to occur, or (v) the Separation Time to occur.
