Sale of the Target Companies Sample Clauses

Sale of the Target Companies. If, at any time prior to the expiration of the First Earnout Period or the Second Earnout Period, as applicable (and a final determination that no further Earnout Share Consideration is or may be payable to Sellers with respect to such Earnout Period), there is a sale, exchange or other transfer, directly or indirectly, in one transaction or a series of related transactions, of all or substantially all of the assets of the Target Companies or a merger, consolidation, recapitalization or other transaction in which any Person other than Newco or any Affiliate of Newco becomes the beneficial owner, directly or indirectly, of 50% or more of the combined voting power of all interests in the Target Companies, taken as a whole, then, not later than (and in any event, prior to) the closing date of such transaction, Newco shall issue or cause to be issued to Sellers, upon the terms and subject to the conditions set forth in this Agreement and the other Transaction Agreements (as applicable), and Sellers shall be entitled to receive, any and all Earnout Share Consideration that (x) has not been issued as of such date in accordance with Section 4.02(b)(i) or Section 4.02(b)(ii), as applicable, and (y) has not been finally determined to be not payable to Sellers pursuant to Section 4.02(b). Newco agrees that, prior to consummating any such transaction, it shall provide Sellers with any information or documentation that they may reasonably request in connection with such transaction.
Sample 1
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Related to Sale of the Target Companies

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Sale of the Company The term "Sale of the Company" shall have the meaning set forth in the Securityholders Agreement.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Post-Closing Operations After the Closing, ACQUIRED COMPANY will be a wholly-owned subsidiary of the Company subject to the terms and conditions outlined in this Agreement. ACQUIRED COMPANY shall be responsible to report to the Company all financial matters and newsworthy events as they materialize, as Seller recognizes Company is a publicly traded company and has certain material obligations of disclosure pursuant to state and federal laws, statutes and regulations.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

  • Sale of Company In the event that a controlling interest (over 50%) of --------------- ELCOM is sold to a third party, other then the Public markets, EMPLOYEE may exercise one hundred percent (100%) of all options granted under Section 2 herein. EMPLOYEE must exercise said options within sixty (60) days of notification of the acquisition of a controlling interest by a third party. Any Options not exercised by EMPLOYEE within this sixty (60) day period will terminate in full upon expiration of said sixty (60) day period.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

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