Description of Transaction Sample Clauses

Description of Transaction. 1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
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Description of Transaction. 7 1.1 Merger of Merger Sub into the Company.........................................7 1.2 Effect of the Merger..........................................................7 1.3 Closing; Effective Time.......................................................7
Description of Transaction. The Company proposes to issue and sell to the Underwriters on the Closing Date (as defined below), pursuant to the terms and conditions of this Agreement, an aggregate of ___________ shares ("Firm Shares") of the Company's Common Stock ("Common Stock") at a price of $_______ per Share on the terms as hereinafter set forth. The Company also proposes to issue and sell to the several Underwriters on or after the Closing Date not more than ___________ additional Shares if requested by the Representative as provided in Section 3.2 of this Agreement (the "Option Shares"). The Firm Shares and any Option Shares are collectively referred to herein as the "Shares."
Description of Transaction. 1.1 Structure of the Merger and Second Merger.
Description of Transaction. (a) Name of Issuer of the Securities Cedara Software Corp. (b) Number and Class of Securities to be Purchased 4,000,000 common shares.
Description of Transaction. (a) Name of issuer of the securities: (b) Number and class of securities to be purchased: (c) Purchase Price: 2. DETAILS OF PURCHASER (a) Name of purchaser: (b) Address: (c) Names and addresses of persons having a greater than 10% beneficial interest in the purchaser (insert “None” if none):
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Description of Transaction. Reference is made to the Amended -------------------------- and Restated Securities Purchase Agreement dated as of August 29, 2000 (the "Securities Purchase Agreement") by and among ----------------------------- CSI, Silver Lake Partners, L.P. ("Silver Lake") and certain ----------- other assigns of Silver Lake (together with Silver Lake, the "Investors"). ---------
Description of Transaction. On August 8, 2024, Recursion and Exscientia entered into the Transaction Agreement. At the Effective Time, each share of Exscientia issued and outstanding immediately prior to the Effective Time will automatically be exchanged for 0.7729 fully paid and non-assessable Recursion Shares, and cash in lieu of fractional shares. The Transaction Agreement also provides that Recursion will replace all Exscientia equity awards which are outstanding on the date of the consummation of the proposed Transaction with Recursion equity awards or Recursion Shares, as applicable, based on the Exchange Ratio. Immediately following the Effective Time, Recursion stockholders will own approximately 74% of the combined company, and Exscientia shareholders will own approximately 26% of the combined company, in each case on a fully diluted basis, based on the number of Exscientia Shares and Recursion Shares outstanding as of August 7, 2024. The proposed Transaction is expected to be accounted for as an acquisition of a business pursuant to ASC 805. Recursion is the accounting acquirer and will record assets acquired and liabilities assumed from Exscientia primarily at their respective fair values at the date of completion of the proposed Transaction. To the extent the fair value of the consideration transferred exceeds the fair value of the assets acquired and liabilities assumed, the excess will be recorded as goodwill. Recursion is considered to be the accounting acquirer at closing based on an evaluation of the following facts and circumstances: • Recursion Shares are issued to effect the acquisition and will remain outstanding. ​ • The parent company of the combined group will retain the Recursion name. ​ • The Recursion executive team will continue to serve in their roles subsequent to the proposed Transaction. ​ • The Recursion Board will comprise of ten members with the addition of two members from the current Exscientia Board to the eight members of the Recursion Board. ​ • The Recursion stockholders immediately preceding the Effective Time will own approximately 74% of the combined company after the closing of the proposed Transaction based on the number of Exscientia Shares and Recursion Shares outstanding as of August 7, 2024, calculated on a fully diluted basis. ​
Description of Transaction. (a) Name of issuer of the Securities __________________________________________________________________ (b) Number and Class of Securities to be Purchased __________________________________________________________________
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