IITRI Acquisition and ESOT Transaction Clause Samples

The "IITRI Acquisition and ESOT Transaction" clause defines the terms and conditions governing the acquisition of IITRI and the related Employee Stock Ownership Trust (ESOT) transaction. This clause typically outlines the structure of the acquisition, the parties involved, and the specific steps required to transfer ownership interests, including how shares are to be purchased or allocated to the ESOT. It may also address the timing of the transaction, any required approvals, and the treatment of employee benefits or stock options. The core function of this clause is to ensure a clear, legally binding framework for executing the acquisition and managing the ESOT, thereby reducing uncertainty and protecting the interests of all parties involved.
IITRI Acquisition and ESOT Transaction. As of the Closing Date and immediately prior to issuing the Notes: (a) The Asset Purchase Agreement and the ESOT Transaction Documents are in full force and effect, no material breach, default or waiver of any term or provision thereof by the Company or any of its Subsidiaries which are parties thereto or, to the best of the Company's knowledge, the other parties thereto, has occurred (except for such breaches, defaults and waivers, if any, consented to in writing by the Required Holders) and no action has been taken by any competent authority which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, the IITRI Acquisition or the ESOT Transaction; (b) The representations and warranties of the Company contained in the ESOT Stock Purchase Agreement are true and correct in all material respects; and (c) Except as set forth on Exhibit 6.17 attached hereto, all conditions precedent to, and all consents necessary to permit, the funding of the IITRI Acquisition and the ESOT Transaction have been satisfied or waived with the approval of the Required Holders (such approval not to be unreasonably withheld).
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IITRI Acquisition and ESOT Transaction. As of the Closing Date and immediately prior to the making of the initial Loans: (A) The Asset Purchase Agreement and the ESOT Transaction Documents are in full force and effect, no material breach, default or waiver of any term or provision thereof by the Borrower or any of its Subsidiaries, which are parties thereto, or, to the best of the Borrower’s knowledge, the other parties thereto, has occurred (except for such breaches, defaults and waivers, if any, consented to in writing by the Administrative Agent) and no action has been taken by any competent authority which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, the IITRI Acquisition or the ESOT Transaction; (B) The representations and warranties of the Borrower contained in the ESOT Stock Purchase Agreement are true and correct in all material respects; and (C) Except as set forth in Schedule 6.18 to this Agreement, all conditions precedent to, and all consents necessary to permit, the funding of the IITRI Acquisition and the ESOT Transaction have been satisfied or waived with the approval of the Administrative Agent (such approval not to be unreasonably withheld).
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Related to IITRI Acquisition and ESOT Transaction

  • 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.

  • Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.

  • 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.

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

  • 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.