MISCELLANEOUS 48 Sample Clauses
MISCELLANEOUS 48. Section 12.1. General Consent to Transaction 48 Section 12.2. Waiver 49 Section 12.3. Specific Performance 49 Section 12.4. Notices 49 Section 12.5. Assignment 50 Section 12.6. Press Release and Announcements 50 Section 12.7. Rights of Third Parties 51 Section 12.8. Reliance 51 Section 12.9. Expenses 51 Section 12.10. Captions; Counterparts 51 Section 12.11. Entire Agreement 51 Section 12.12. Severability 51 Section 12.13. Amendments 51 Section 12.14. Privilege; Conflicts of Interest 52 Schedule 1.1(A) – Adjusted EBITDA; Sample EBITDA Calculation Schedule 1.1(B) – Working Capital Sample Calculation Exhibit A – Form of Closing Note Exhibit B – Form of Escrow Agreement Exhibit C – Form of Employment Agreement Exhibit D – Form of General Release Exhibit E – Form of Pledge Agreement Exhibit F – Form of Stock Power THIS AMENDED AND RESTATED MERGER AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2024 (the “Effective Date”), by and among PRECISION AEROSPACE GROUP, INC., a Florida corporation (“Purchaser”), PRECISION AEROSPACE AERODYN MERGER SUB, INC., a Delaware corporation (“Merger Sub”), AERODYN ENGINEERING HOLDINGS, INC., an Indiana corporation (the “Corporation”), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the sole stockholder of the Corporation (the “Sole Stockholder”). Purchaser, Merger Sub, the Corporation and the Sole Stockholder may each be referred to herein as a “Party” and, collectively, as the “Parties.”
MISCELLANEOUS 48. Section 8.1. No Third Party Beneficiaries 48 Section 8.2. Expenses 48 Section 8.3. Entire Agreement 48 Section 8.4. Successors and Assigns 48 Section 8.5. Counterparts 49 Section 8.6. Notices 49 Section 8.7. Incorporation of Annexes, Appendices, Disclosure Schedule and Exhibits 50 Section 8.8. Construction 50 Section 8.9. Independence of Representations and Warranties 50 Section 8.10. Specific Performance 50 Section 8.11. Further Assurances 50 Section 8.12. Severability 51 Section 8.13. Governing Law 51 Section 8.14. Waiver of Jury Trial 51 Section 8.15. Headings 51 THIS EQUITY PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2016 (“Effective Date”), by and among TRUE NATURE HOLDINGS, Inc., a Delaware corporation, (the “Purchaser”), P3 Compounding of Georgia, LLC., D/B/A INTEGRITY COMPOUNDING PHARMACY, (“the Company”) as seller and C▇▇▇▇ ▇▇▇▇▇▇▇ and S▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, “Seller’s Shareholders”), (the Company and each of the Seller’s Shareholders, a “Seller” and collectively, the “Sellers”), operating as a Georgia LLC. Each of the foregoing may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Appendix A hereto.