Acquisition of the Target Company Sample Clauses

Acquisition of the Target Company. On the Closing Date, and subject to and upon the terms and conditions of this Agreement, each Shareholder shall sell, transfer, convey, assign and deliver to Holdco, and Holdco shall purchase, acquire and accept from each Shareholder all of the Target Company Ordinary Shares and/or Target Company Preference Shares, in each case free and clear of all Liens (other than any restrictions on resale under applicable Securities Laws) and with the full ownership of, and title to, such Target Company Ordinary Shares and Target Company Preference Shares to vest in and be held exclusively by Holdco (the “Share Transfer”).
Sample 1
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Acquisition of the Target Company. (a) At the Closing, and subject to and upon the terms and conditions of this Agreement, the Stockholders shall sell, transfer, convey, assign and deliver to Holdco, and Holdco shall purchase, acquire and accept from the Stockholders all of the Target Company Ordinary Shares set forth opposite such Stockholder’s name on Exhibit B, free and clear of all Liens (other than potential restrictions on resale under applicable securities Laws).
Sample 1
Acquisition of the Target Company. In accordance with the Company Law and other relevant laws and regulations of the PRC, the Seller shall transfer 51% of the equity interest it holds in the Target Company (corresponding to the registered capital of RMB5.1 million) (the “Target Shares”) to JYD on the effective date of this Agreement (the “Share Acquisition”), and the Share Acquisition shall be deemed to have been closed as of the effective date of this Agreement. Upon the closing of Share Acquisition, JYD will become the shareholder of the Target Company and have the rights set forth in this Agreement and the Articles (including but not limited to receiving dividends from the Target Company in proportion to its shareholding). The parties agree to execute the Articles of the Target Company and other ancillary agreements, resolutions and other documents necessary to be executed for the purpose of completing the Share Acquisition in accordance with this Agreement, within five (5) business days after the execution of this Agreement or other period agreed by XXX, and submit application documents for registration procedure relating to the Share Acquisition to the competent SAMR within ten (10) business days or other period agreed by JYD, which documents shall specify that the Seller will resign from the positions of legal representative, executive director, and manager of the Target Company and the Shareholders will nominate and appoint the candidates for such positions in accordance with this Agreement. Matters not covered by this Agreement shall be governed by and in accordance with the Articles. For any conflict or discrepancy between the provisions of the Articles and this Agreement or for any matters not specified in the Articles, this Agreement shall prevail.
Sample 1
Acquisition of the Target Company. In accordance with the Company Law and other relevant laws and regulations of the PRC, the Seller shall transfer 51% of the equity interest it holds in the Target Company (corresponding to the registered capital of RMB2.55 million, which has not been paid) (the “Target Shares”) to JYD on the effective date of this Agreement (the “Share Acquisition”), and the Share Acquisition shall be deemed to have been closed as of the effective date of this Agreement. Upon the closing of Share Acquisition, JYD will become the shareholder of the Target Company and have the rights set forth in this Agreement and the Articles (including but not limited to receiving dividends from the Target Company in proportion to its shareholding). The parties agree to execute the Articles of the Target Company and other ancillary agreements, resolutions and other documents necessary to be executed for the purpose of completing the Share Acquisition in accordance with this Agreement, within five (5) business days after the execution of this Agreement or other period agreed by XXX, and submit application documents for registration procedure relating to the Share Acquisition to the competent SAMR within ten (10) business days or other period agreed by JYD, which documents shall specify the nomination and appointment of the candidates for directors, general manager, supervisor and other positions by the Shareholders of the Target Company in accordance with this Agreement. Matters not covered by this Agreement shall be governed by and in accordance with the Articles. For any conflict or discrepancy between the provisions of the Articles and this Agreement or for any matters not specified in the Articles, this Agreement shall prevail. After completion of the registration procedure of the Share Acquisition with the SAMR, the Board of Directors shall engage Xxx Xxxxxx as the general manager of the Target Company for a term of three years to carry out the business, and Xxx Xxxxxx will concurrently serve as both a director and the general manager. Xxx Xxxxxx shall enjoy the standard remuneration corresponding to the position of general manager, with monthly after-tax salary not less than RMB***, and business commission at a rate not less than ***% of the gross profit of the business, with the specific terms and conditions subject to the labor contract entered into between Xxx Xxxxxx and the Target Company as well as the Target Company’s incentive policy and any other relevant documents.
Sample 1

Related to Acquisition of the Target Company

  • Acquisition of the Company Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for

  • Reorganization of Company and Subsidiaries The existence of the Restricted Stock shall not affect in any way the right or power of Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the shares of Restricted Stock or the rights thereof, or the dissolution or liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Acquisition For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Operation of Parent’s Business (a) Except as set forth on Section 4.1 of the Parent Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time (the “Pre-Closing Period”) each of Parent and the Merger Sub shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws (including maintaining compliance in all material respects with the applicable listing and governance rules and regulations of Nasdaq) and the requirements of all Contracts that constitute Parent Material Contracts.

  • Condition of the Business Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in Article III hereof (as modified by the Sellers’ Disclosure Schedule), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers set forth in Article III hereof (as modified by the Sellers’ Disclosure Schedule hereto as supplemented or amended). Purchaser further represents that neither Sellers nor any of their Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Sellers or any of their Affiliates, the Business or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of Sellers, any of their Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Sellers relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement Purchaser has relied on the results of its own independent investigation.

  • Organization of the Purchaser The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.

  • Acquisition by Seller The Asset was acquired by Seller in March 2021.

  • Organization of the Buyer The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • 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.

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