Terms of the Acquisition. 2.2.1 The principal terms of the Acquisition shall be as set out in the Announcement, together with such other terms as may be agreed between the parties in writing (save in the case of an improvement to the terms of the Acquisition, which shall be at the sole and absolute discretion of Bidco) and, where required by the Code, approved by the Panel.
Terms of the Acquisition. (a) The parties acknowledge that the Acquisition is anticipated to be completed through (i) the transfer of the Subject Assets by the Vendor to a wholly-owned subsidiary of the Vendor (“Subco”) to be incorporated in a jurisdiction to be agreed upon by VCI and the Vendor; and (ii) the subsequent transfer of up to 51% of the issued and outstanding shares of Subco (“Subco Shares”) to VCI in accordance with subsection 3(b) and (d) below.
Terms of the Acquisition. 4.1. In terms of the portfolio sale agreement, Redefine will purchase the Macsteel property portfolio from the sellers for a purchase consideration of R2.7 billion (the “purchase consideration”).
Terms of the Acquisition. The acquisition of Columbus as a wholly-owned subsidiary of TDI shall be completed, subject to all of the terms, covenants, and conditions set forth in this Agreement, by the issuance of 750,000 shares of TDI Common Stock to the Shareholders in exchange for all shares of Columbus Stock, which represent 100% of the equity interest in Columbus. The TDI Common Stock shall be issued in the names and denominations set forth on Schedule 1.01 attached hereto and incorporated herein by this reference.
Terms of the Acquisition. Payment for the shares of the company Cefca and Cartis International that the Buyer will acquire will be made by issuing 3,000,000 shares of Rule 144 restricted shares of the Buyer , and by transferring 2,000,000 shares owned by the board of directors of the Buyer. The share exchange shall take place at such time as is mutually agreed upon the parties. Buyer represents that at closing it will have zero assets and zero liabilities.
Terms of the Acquisition. 2 2.1 Consideration...................................................................................2 2.2 Determination of Estimated Net Working Capital..................................................2 2.3 Payment of Consideration at Closing.............................................................2 2.4
Terms of the Acquisition. (a) The Assets will consist of all of the product rights, intellectual property, know how, materials, data, facilities and personnel relating to the pharmaceutical research and development projects and activities conducted by or through the Subsidiary which shall be specifically set forth on a schedule to the APA and will include an assignment of the Seller’s rights, title and interest in and to the Amended and Restated Joint Research Agreement, by and among the Parent, the Subsidiary and Laboratories Mxxxxx Xxxxxxxx SAS, dated March 22, 2010, as amended (the “Mayoly Agreement”). The Buyer will acquire the Assets in exchange for the issuance to the Parent of shares of convertible preferred stock of the Buyer (the “Preferred Shares”). The Preferred Shares will automatically convert at a ratio (the “Conversion Ratio”) that shall result in the Parent owning no less than thirty-three percent (33%) of the issued and outstanding shares of common stock of the Buyer on a fully diluted basis (assuming conversion of the Preferred Shares and subject to any adjustment as provided below) (the “Conversion Shares”) upon the consummation of a transaction that results in BioPharma becoming either a public reporting company that files (voluntarily or otherwise) reports with the Securities and Exchange Commission pursuant to the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (whether by means of an initial public offering, reverse merger, self-registration or otherwise) or a public trading company that is quoted or listed on any U.S. securities exchange or quotation service (“Public Event”); provided, that prior to the Public Event the Buyer shall have raised in an equity financing (“Subsequent Financing”) no less than an aggregate of $6,000,000 (“Subsequent Financing Amount”) at a pre-money valuation greater than $12,000,000. For a period beginning upon the closing of the Acquisition until the closing of the Subsequent Financing, in the event that BioPharma issues or sells any shares of common stock, or other securities of BioPharma that are convertible, exercisable or otherwise exchangeable for shares of BioPharma common stock at a price per share that is determined by a pre-money valuation of less than $12,000,000, the Conversion Ratio of the Preferred Shares shall be adjusted on a full ratchet basis. Following the Subsequent Financing, upon any subsequent issuance of BioPharma common stock the number of shares of common stock into...
Terms of the Acquisition. Payment for the shares of the Company that the Buyer will acquire from the Seller will be made by issuing 17,200,000 shares of Rule 144 restricted shares of the Buyer to the Shareholders of the Company.
Terms of the Acquisition. 3.1. The purchase consideration payable in respect of the acquisition is R137 000 000 (exclusive of VAT at zero percent) to be settled on the effective date, against transfer of the property.
Terms of the Acquisition. Upon the signing of this Agreement, the terms and condition set forth in this Agreement as well as those terms and conditions set forth in Exhibit "A" attached hereto and made a part hereof shall be lawful and binding.
