Stock and Asset Purchase Agreement Sample Clauses

Stock and Asset Purchase Agreement. The term "Stock and Asset Purchase Agreement" shall have the meaning specified in the first WHEREAS clause to this Agreement.
Sample 1
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Stock and Asset Purchase Agreement. This Stock and Asset Purchase Agreement, dated as of April 13, 1999, is among U.S. Industries, Inc., a Delaware corporation ("USI"), JUSI Holdings, Inc., a Delaware corporation (the "Domestic Seller"), USI Overseas Holdings Limited, an English company (the "Foreign Seller") and USI Canada, Inc., a Canadian corporation (the "Canadian Seller") (Domestic Seller, Foreign Seller and Canadian Seller are individually referred to herein as a "Seller" and collectively referred to herein as the "Sellers"; and USI and the Sellers are individually referred to herein as a "Seller Party" and collectively referred to herein as the "Seller Parties"), and Racing Champions Corporation, a Delaware corporation ("Parent"), Racing Champions, Inc., an Illinois corporation (the "Domestic Buyer"), Racing Champions Worldwide Limited, an English company (the "Foreign Buyer"), RCNA Holdings, Inc., a Delaware corporation (the "North American Buyer"), and Racing Champions Limited, a Hong Kong company (the "Hong Kong Buyer") (Domestic Buyer, Foreign Buyer, North American Buyer and Hong Kong Buyer are individually referred to herein as the "Buyer" and collectively referred to herein as the "Buyers", and the Buyers and the Parent are individually referred to herein as a "Buyer Party" and collectively referred to herein as the "Buyer Parties").
Sample 1
Stock and Asset Purchase Agreement. Except as specifically amended hereby, the Stock and Asset Purchase Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Stock and Asset Purchase Agreement in such Stock and Asset Purchase Agreement, in any Transaction Document and in any other document shall mean the Stock and Asset Purchase Agreement as amended hereby and as amended by the Disclosure Schedule Letter Agreement and the Tax Letter Agreement.
Sample 1
Stock and Asset Purchase Agreement. This Stock And Asset Purchase Agreement is made and entered into as of the 13th day of August, 1998 between Pfizer Inc., a Delaware corporation ("Pfizer"), and Stryker Corporation, a Michigan corporation.
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Stock and Asset Purchase Agreement dated as of January 1, 1994 by and between Revlon Consumer Products Corporation and Revlon Holdings Inc. (New Essentials)
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Stock and Asset Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Stock and Asset Purchase Agreement dated May 11, 2000 between Spectra Physics Holdings USA, Inc., Spectra Precision AB and Spectra Precision Europe Holdings BV, and Trimble Acquisition Corp. (the "Stock and Asset Purchase Agreement"). Subject to the terms and conditions contained in this Agreement and in the Stock and Asset Purchase Agreement (i) the Seller agrees to sell, assign, transfer and deliver to the Purchaser all of the Seller's right, title and interest in and to each of the SPAB Assets (as defined below), and Purchaser agrees to purchase such assets on the Closing Date and (ii) Purchaser agrees to assume the Assumed Liabilities (as defined below) on the Closing Date.
Sample 1

Related to Stock and Asset Purchase Agreement

  • Asset Purchase Agreement The transactions contemplated by the Asset Purchase Agreement shall have been consummated.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

  • Purchase Agreement See the introductory paragraphs hereof.

  • Receivables Purchase Agreement The Transferor, in its capacity as purchaser of Receivables from the RPA Seller under the Receivables Purchase Agreement, shall enforce the covenants and agreements of the RPA Seller as set forth in the Receivables Purchase Agreement, including its agreement to designate Additional Accounts as and when required in order for the Transferor to fulfill its undertakings in Section 2.06. The Transferor shall not amend, waive or otherwise modify the Receivables Purchase Agreement except in accordance with its terms.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Purchase Agreements The Sponsor has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Sponsor described in Section 1.4.2. The Representative has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement”, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Representative described in Section 1.4.2. Pursuant to the Purchase Agreements, (i) the Sponsor and the Representative have waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants, and (ii) certain proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Purchase Agreements.

  • REVERSE REPURCHASE AGREEMENTS 1. Promptly after the Fund enters a Reverse Repurchase Agreement with respect to Securities and money held by the Custodian hereunder, the Fund shall deliver to the Custodian a Certificate, or in the event such Reverse Repurchase Agreement is a Money Market Security, a Certificate, Oral Instructions, or Written Instructions specifying: (a) the Series for which the Reverse Repurchase Agreement is entered; (b) the total amount payable to the Fund in connection with such Reverse Repurchase Agreement and specifically allocated to such Series; (c) the broker, dealer, or financial institution with whom the Reverse Repurchase Agreement is entered; (d) the amount and kind of Securities to be delivered by the Fund to such broker, dealer, or financial institution; (e) the date of such Reverse Repurchase Agreement; and (f) the amount of cash and/or the amount and kind of Securities, if any, specifically allocated to such Series to be deposited in a Senior Security Account for such Series in connection with such Reverse Repurchase Agreement. The Custodian shall, upon receipt of the total amount payable to the Fund specified in the Certificate, Oral Instructions, or Written Instructions make the delivery to the broker, dealer, or financial institution and the deposits, if any, to the Senior Security Account, specified in such Certificate, Oral Instructions, or Written Instructions.

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