Not a Reportable Transaction. The parties signatory hereto acknowledge and stipulate and Borrowers represents to Bank that the transactions contemplated by this Agreement do not constitute a "Reportable Event" as that term is described and defined in regulations of the Treasury Department of the United States.
Contemporaneous or Subsequent Transaction. Buyer is issuing 1,200,000 common shares in a transaction to acquire the tradenames, URLs, and other intellectual property associated with Mow Trim Blow.com, DemiFare.com, MosquitoBlasters.com, JetSeg.com, TruMulch.com, ShrubTrimmers.com, Trex-Decks.com, and MTBGarageDoorRepair.com.
Compliance with Transaction Documents. The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations of the Company under the Transaction Documents.
Notice of Subsequent Transaction. While any amount remains outstanding under the Note, the Company shall, prior to the closing of any equity financing (including debt with an equity component) (“Future Offering”), provide written notice to the Buyer describing the proposed Future Offering, including the terms and conditions thereof. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering.
Effects of This Transaction. Neither the execution, delivery, or performance of this Agreement (or any of the other Transactional Agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the other Transactional Agreements) will result in, # a material
No Obligation Regarding Transaction. Nothing in this Agreement will obligate Weyerhaeuser or any subsidiary or affiliate of Weyerhaeuser to continue the strategic review process or to close any transaction.
Occurrence of GP Transaction. Simultaneously with the occurrence of the GP Transaction, notice that such transaction has occurred.
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to such Transaction Document. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Shares or otherwise.
Changes in Business, Management, Ownership or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; # liquidate or dissolve; or (c) (i) fail to provide notice to Bank of the departure of a Key Person within five (5) Business Days of such departure; or # enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrowers equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction).
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