Consent to the Energy Source Acquisition Sample Clauses

Consent to the Energy Source Acquisition. The Obligors hereby represent and warrant to the Lender that RLT-ES, Energy Source, Xxxxxxx X. Xxxxx, Xx. (“Xxxxx”) and Xxxxxx X. Xxxxxx (“Xxxxxx”) are entering into that certain Membership Interest Purchase Agreement dated as of August 5, 2015 (the “Energy Source MIPA”), pursuant to which, inter alia, RLT-ES will acquire all of the membership interests of Energy Source (collectively, the “Energy Source Acquisition”). The Obligors further represent and warrant to the Lender that attached to this Fifth Amendment as Exhibit “A” are true and complete copies of the following documents (collectively, the “Energy Source Material Transaction Documents”): (A) the Energy Source MIPA, (B) (i) that certain Promissory Note, dated as of the Fifth Amendment Effective Date, in the original principal amount of $5,000,000, executed and delivered by RLT-ES, as maker, in favor of Xxxxx, as payee, and (ii) that certain Promissory Note, dated as of the Fifth Amendment Effective Date, in the original principal amount of $5,000,000, executed and delivered by RLT-ES, as maker, in favor of Xxxxxx, as payee (i) and (ii) collectively the “Energy Source Note”), (C) that certain Employment Agreement, dated as of the date of the Energy Source MIPA, by and between Xxxxx, as employee, and Energy Source, as employer (the “Xxxxx Employment Agreement”), (D) that certain Employment Agreement, dated as of the date of the Energy Source MIPA, by and between Xxxxxx, as employee, and Energy Source, as employer (the “Xxxxxx Employment Agreement”), (E) that certain Investor Representation and Lockup Agreement, dated as of the Fifth Amendment Date, by and between Xxxxx and RLT, and (F) that certain Investor Representation and Lockup Agreement, dated as of the Fifth Amendment Date, by and between Xxxxxx and RLT. The Lender hereby consents to the Energy Source Acquisition, provided that each of the Conditions Precedent to Effectiveness set forth in Section 10 hereof shall be satisfied, all as determined by the Lender in its sole reasonable discretion.
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Related to Consent to the Energy Source Acquisition

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • 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.

  • No Acquisitions or Dispositions (i) There are no contracts, letters of intent, term sheets, agreements, arrangements or understandings with respect to the direct or indirect acquisition or disposition by any of the Company or its subsidiaries of interests in assets or real property that are required to be described in the Registration Statement and the Prospectus that are not so described; and (ii) except as described in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries has sold any real property to a third party during the immediately preceding twelve (12) calendar months, except for such sales as would not reasonably be expected to have a Material Adverse Effect.

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Conditions to the Obligations of Parent and Merger Subsidiary The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions:

  • Acquisition Agreement The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

  • Actions Pending Acquisition IV.01Forbearances of the Company. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by applicable Law, or with the prior written consent of First Foundation, which shall not be unreasonably withheld or delayed, the Company will not, and will cause each of its Subsidiaries not to:

  • Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • 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).

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