Acquisition and Organization Clause Samples

Acquisition and Organization. 2.1 THE ACQUISITION At the Closing (as defined below), subject to the terms hereof, Bartech shall be acquired by BAI, through BAI's acquisition of 100% of the Bartech Shares from the Sellers and, in return, BAI shall issue a total of 12,000,000 BAI Shares (as defined below) to the Sellers, in the same proportion as the Sellers hold shares of Bartech, as set forth in Column D of Schedule A, representing, at Closing, 54.545% of BAI's issued and outstanding share capital (hereinafter: the "ACQUISITION"). BAI and Bartech are herein sometimes referred to as the "CONSTITUENT CORPORATIONS".