Purchaser Preamble. Resale Shelf Registration Statement Section 1.1 Shelf Offering Section 1.7 Subsequent Holder Notice Section 1.5 Subsequent Shelf Registration Statement Section 1.3 Take-Down Notice Section 1.7 TK Investment Agreement Recitals Underwritten Offering Section 1.6(a) Underwritten Offering Notice Section 1.6(a) 136252302.7 EXHIBIT B FORM OF JOINDER TO REGISTRATION RIGHTS AGREEMENT THIS JOINDER (this “Joinder”) to the Registration Rights Agreement (the “Agreement”) dated as of September 25, 2017 by and among TEEKAY OFFSHORE PARTNERS L.P., a Delaware corporation (the “Company”), BROOKFIELD XX XXXX L.P., TEEKAY CORPORATION and the other parties thereto from time to time, is made and entered into as of _________ by and between the Company and _________________ (“Holder”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
Purchaser Preamble. Reference Statement Date 1.01 Regulations 1.01 Related Person 3.22 Released Parties 5.12 Reorganization 1.01 Restricted Period 5.07 Retained Claims 1.01 Retained Names and Marks 1.01 Sxxxxxxx-Xxxxx Act 3.11(b) Securities Act 1.01 Shared Contracts 1.01 Six-Month Unaudited Financial Statements 3.07 Straddle Period 1.01 Subsidiaries 1.01 Surety Bonds 5.12 Surviving Corporation 2.01(b) Term Section Surviving LLC 2.01 Target Net Working Capital 1.01 Tax 1.01 Tax Benefit 1.01 Tax Benefit Payment 7.09(f) Tax Returns 1.01 Taxes 1.01 Termination Date 10.01(b) Third-Party Claim 9.05(b) Third-Party Payor 1.01 Transition Services Agreement 1.01 under common control with 1.01
Purchaser Preamble. Purchaser’s Advisors Section 6.1 Related Person Article 1 Release Article 1 Representative Article 1 Stock Section 2.4 Tax Article 1 Tax Return Article 1 Threat of Release Article 1 Threatened Article 1 Total Consideration Section 2.5 Trademarks Section 4.20 Trade Secrets Section 4.20 Transaction Expenses Section 12.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, made and entered into this 23rd day of February, 2017, by and among STONY HILL CORP, a Nevada corporation (“Purchaser”), MCIG, INC., a Nevada corporation (“Seller”).
Purchaser Preamble. Company Preamble Restricted Securities 5.1 Employee Benefit Plan 2.17(a)
Purchaser Preamble. Request Notice Section 1.1(a) A-3 ny-2525349 EXHIBIT B REGISTRATION RIGHTS AGREEMENT JOINDER The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of (as the same may hereafter be amended, the “Registration Rights Agreement”), among Xxxx.xx, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and (“Holder”). Capitalized terms used herein but not defined shall have the meanings given to them in the Registration Rights Agreement. By executing and delivering this Joinder to the Company, the undersigned xxxxxx agrees to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement as a holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement. Accordingly, the undersigned has executed and delivered this Joinder as of the day of , . Signature of Holder Print Name of Holder Address: Xxxxxx and Accepted as of XXXX.XX, INC. By: Its:
Purchaser Preamble. Accounts Receivable 4.25 Party(ies) Preamble Acquisition Proposal 6.6(a) PRC Establishment Document 4.4(c) Agreement Preamble PRC Mergers and Acquisitions Rules 4.32(b) Alternative Transaction 6.6(a) PRC Overseas Investment Regulations 4.31 Closing 2.1 PRC Overseas Investment and Listing Regulations 4.32(a) Closing Date 2.1 PRC Target Company 4.4(c) Company Preamble Pro Rata Share 1.2 Company Benefit Plan 4.19(a) Public Certifications 3.6(a) Company Disclosure Schedules Article IV Purchased Shares 1.1 Company Financials 4.7(a) Purchaser Preamble Company IP 4.13(d) Purchaser Financials 3.6(b) Company IP Licenses 4.13(a) Purchaser Material Contracts Company Material Contract 4.12(a) Related Person 4.21 Company Permits 4.10 Releasing Persons 10.1 Company Personal Property Leases 4.16 Resolution Period 11.4 Company Real Property Leases 4.15 SAFE 4.32(a) Company Registered IP 4.13(a) SEC Reports 3.6(a) CSRC 4.32(a) Sellers Preamble Dispute 11.4 Specified Courts 11.5 Enforceability Exceptions 3.2 Supplemental Disclosure Schedules 6.17(a) Environmental Permit 4.20(a) Termination Fee 9.4 Exchange Shares 1.2 Top Customers 4.23 Expenses 9.3 Interim Balance Sheet Date 4.7(a) Interim Period 6.2(a) Non-Competition Agreement 8.2(e)(i) Off-the-Shelf Software Agreements 4.13(a) Outbound IP License 4.13(c)
Purchaser Preamble. Real Estate Assignments §1.6.2 Real Property §1.9(b) Receivable Records §1.10(m) Reconciliation §11.3(a) Relevant Claim §10.2.2(a)(viii) Retained Management Employees §5.3(a) Reviewed Statements §2.10 Seller Preamble Seller Business Service Area §4.13 Seller Cost Reports §11.2(a) Seller Plans §2.12(a) Seller Relevant Claim §10.3.2(a)(vi) Settlement Due Date §11.2(a) Shares §1.6.12 Sick Pay Amount §1.2 State System §1.15(b)
Purchaser Preamble. Regulations 1.01 Representative 1.01 Sale 7.16(a) Section 3.02 Closing Conditions 3.02 Seller Entities 1.01 Shares Recitals Solvent 1.01
Purchaser Preamble. Purchaser Opinion Section 2.2(c)(iii) Purchaser's Relief Section 3.20 Purchaser Transactional Warranty Section 8.6 Relevant Substance Section 3.14 Relief Section 3.20 Schemes Section 3.21 Security Interests Article 11 Seller Preamble Seller Opinion Section 2.2(a)(xi) Shares Preamble Substitution Certificate Section 2.2(e) Supply Agreement Section 2.2(b) Xxxx Preamble Xxxx Transactional Warranties Section 8.6 Subsidiary(ies) Section 3.3 Taxation Section 3.20 Taxation Authority Section 3.20 Taxes Act Section 3.21 TC&A Section 3.20 Threshold Amount Section 8.7(a) Third Party Claim Section 8.1(f) VATA Section 3.20 Vehicles Article 11 Warrantors Article 3 West Yorkshire Article 11 SHARE TRANSFER AGREEMENT THIS SHARE TRANSFER AGREEMENT (the "Agreement") is made and entered into as of April 3, 1998, by and among CARPET HOLDINGS LIMITED, a company registered in England under number 3503892 whose registered office is at Xxxxxxxx Xxxx, Xxxxxxxx XX0 6QW ("Purchaser"), XXXX INDUSTRIES, INC., a Georgia corporation ("Xxxx") and XXXX UK HOLDINGS LIMITED, a company registered in England under number 2579120 whose registered office is at Xxxxxxxx Xxxx, Xxxxxxxx XX0 6QW ("Seller").
Purchaser Preamble. Sale Notice ss. 5.01(b) Schedule 14D-9 ss. 2.02(b) Schedule TO ss. 2.01(b) SEC ss. 2.01(a) Supervising Trustee Preamble Transactions ss. 2.02(a) Transfer Agreements ss. 2.01(b) Trust Preamble Trust Agreement Preamble
