FORM OF ACQUISITION Sample Clauses

FORM OF ACQUISITION. The acquisition of an undivided fifty- one percent (51%) interest in the assets of ASC pursuant to the Option (the "Acquisition") shall be effected pursuant to the terms and subject to the conditions set forth in an asset purchase agreement in substantially the same form as attached hereto as Annex I (the "Purchase Agreement"), which form may be ------- revised only by written agreement of the parties.
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FORM OF ACQUISITION. Because of the complexity of this acquisition, the parties acknowledge that the exact form and structure of the final acquisition will be based upon numerous legal and taxation questions which have not been determined at this time. Therefore, the parties agree that the final form and organization of this acquisition will be determined based upon the advice of legal and accounting professionals so as to maximize the benefit to all of the parties.
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FORM OF ACQUISITION. The Parties intend the transaction to be structured as a purchase by Sub Entity of 100% of the fully-diluted stock of the Company (the "Stock"). This shall include, but not be limited to, all cash, cash equivalents, accounts receivable, prepaid rent, security deposits, fixed assets, existing customer base, and all intellectual property including source code(s). All assets shall be conveyed to Sub Entity free and clear of any and all liens and security interests of any kind by others. Sub Entity shall be a Georgia corporation but for a period of not less than three years, offices of the ongoing Sub Entity shall be located within 15 miles of the current location of the Company.
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FORM OF ACQUISITION. The transaction will take the form of a purchase by Buyer of all of the Securities (except the Series B Proceeds) from the Sellers. Concurrent with the execution and delivery of this Agreement, unless noted below, in addition to the other documents specified in this Agreement, the parties shall receive a duplicate original of the agreements, documents and/or instruments listed in clauses (i), (ii), (iii), (iv) and (vi) below and a certified copy of the agreements, documents and/or instruments listed in clause (v) below:
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FORM OF ACQUISITION. Note Exhibit A-3 - ........
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FORM OF ACQUISITION. Buyer shall acquire the Club on or before the Expiration Date in accordance with, either, in Buyer's sole and exclusive discretion (a) the terms of the Asset Purchase Agreement, dated as of February 27, 1998, by and among Sellers and Buyer, attached hereto as EXHIBIT A (the "Asset Purchase Agreement") ("Option (a)"), or (b) the terms and provisions of the draft Stock Purchase Agreement, to be executed by and among Buyer and Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxx, attached hereto as EXHIBIT B (the "Stock Purchase Agreement") ("Option (b)") (the Asset Purchase Agreement and the Stock Purchase Agreement shall be collectively referred to as the "Club Acquisition Agreements"). Buyer shall designate whether Buyer wants to Close under Option (a) or Option (b) by written notice to Sellers on or before the Expiration Date. In either case, the Option Price shall be fully credited against the Purchase Price to be paid to Sellers on the Closing Date under the Club Acquisition Agreements, as indicated in Exhibit A or Exhibit B. In either case, notwithstanding anything to the contrary contained in the Club Acquisition Agreements, the total additional Purchase Price due to Sellers on the Closing Date shall be One Million One Hundred Seventy-Five Thousand Dollars ($1,175,000.00) (the "Balance Purchase Price") plus interest at the rate of Prime plus two percent (2%) per annum, compounded daily (the "Interest Rate"), from the date hereof to and including the Closing Date. Nothing in this Section 1.3 shall be construed to modify or to be inconsistent with the terms of the TSI Note.
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FORM OF ACQUISITION. The transaction will be a strict purchase acquisition in which KRad will become a wholly owned subsidiary of WMGC. The transaction is intended to qualify as reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
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FORM OF ACQUISITION. Under the transactions contemplated by the parties hereto, PCC shall acquire (the "Acquisition") (a) from the Partnership, certain assets consisting of (i) 2,280,245 shares of common stock (the "Partnership Stock") of Shop at Home, (ii) an option (the "Cowell Option") to purchase 969,755 shares of common stock (the "Cowell Stock") of Shop at Home from Paul C. Cowell, and (iii) one or more options or warrants (collectively, xxx "Xxxxxership Warrants") to purchase from Shop at Home up to 1,750,000 shares in the aggregate of newly-issued common stock of Shop at Home (the "Partnership Warrant Shares") at an exercise price of $1.00 per share; (b) from Global, the $2,000,000 Variable Rate Convertible Secured Note Due 2000 of Shop at Home, payable to Global (the "Convertible Note") convertible into shares of common stock of Shop at Home (any such shares issued upon such conversion, the "Convertible Note Shares") at a rate equal to one share for each $3.00 of the outstanding principal amount of the Convertible Note; (c) from MFC, 100,000 shares of common stock of Shop at Home; and (d) from Shop at Home, 1,199,191 shares of newly-issued Shop at Home common stock, plus an additional number of newly-issued shares of Shop at Home common stock such that PCC shall own, after the closing of the transactions contemplated hereby, on a fully diluted basis, a majority equity interest in Shop at Home. The Acquisition will be consummated by PCC or a subsidiary of PCC, as PCC elects.
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Related to FORM OF ACQUISITION

  • Notice to Proceed - Land Acquisition The acquisition of the Land shall not occur until the Director has issued a written Notice to Proceed for land acquisition to the Recipient (the "Notice to Proceed"). Such Notice to Proceed will not be issued until the Director has received a Request to Proceed acceptable to the Director and is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and any requirements for land acquisition set forth in this Agreement, including without limitation the OPWC's approval of the proposed Deed Restrictions and Title Agent. The Notice to Proceed also shall specify the time frame for the Closing.

  • 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.

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • Treatment of Warrant Upon Acquisition of Company (a) 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 (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.

  • Treatment of Warrant at Acquisition In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

  • Investments and Acquisitions The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Merger and Consolidation Conversion 18 Section 4. Reorganization...........................................................................................19 Section 5. Amendments...............................................................................................19 Section 6. Filing of Copies, References, Headings...................................................................19 Section 7.

  • Land Acquisition Reimbursement for the costs associated with acquiring interest and/or rights to real property (including access rights through ingress/egress easements, leases, license agreements, or other site access agreements; and/or obtaining record title ownership of real property through purchase) must be supported by the following, as applicable: Copies of Property Appraisals, Environmental Site Assessments, Surveys and Legal Descriptions, Boundary Maps, Acreage Certification, Title Search Reports, Title Insurance, Closing Statements/Documents, Deeds, Leases, Easements, License Agreements, or other legal instrument documenting acquired property interest and/or rights. If land acquisition costs are used to meet match requirements, Xxxxxxx agrees that those funds shall not be used as match for any other Agreement supported by State or Federal funds.

  • Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

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