Terms of the Transaction. 9 2.1 Agreement to Sell and to Purchase the Securities................ 9 2.2
Terms of the Transaction. 1 1.1 Assets to be Transferred . . . . . . . . . . . . . . . . . . . . 1 1.2
Terms of the Transaction. Introduction Pursuant to the terms of the Proposal, the Company would become an indirect, wholly-owned subsidiary of WMI, the holder indirectly of approximately 80 percent of the outstanding share capital of the Company as a result of the Merger. Holders of the approximately 20 percent outstanding share capital of the Company (including in the form of ADSs evidenced by ADRs) not currently owned by WMI and its subsidiaries would receive the Ordinary Shares Consideration or the ADRs Consideration, as the case may be. The Proposal will be implemented by means of the Scheme. Conditions to the Scheme The Proposal is conditional upon the Scheme becoming unconditional and becoming effective by not later than December 31, 1998 or such later date as the Company and Old WMI may agree and the English High Court may approve. The consummation of the Proposal is subject to the following conditions:
Terms of the Transaction. (a) As collateral for the issuance of the Bond by the Bonding Company, Investor shall provide an irrevocable, twenty-four-month Deposit in the minimum amount of $[___,000.00] on terms reasonably acceptable to the Relevant Parties. The Bonding Company shall hold the Deposit in a segregated account, in the name of the Investor, and earmarked for bond support for the Company. In the alternative, the Investor may provide an irrevocable, twenty-four-month Letter of Credit in favor of the Bonding Company, in the same amount, on the Bonding Company’s form, and at a financial institution reasonably acceptable to the Relevant Parties to serve as collateral for the Bond.
Terms of the Transaction. 1 1.1 Assets to be Transferred ....................................... 1 1.2
Terms of the Transaction. 2.1 Agreement to Sell and to Purchase Series B Shares and Warrant. At the Closing and on the terms and subject to the conditions set forth in this Agreement, GNA shall sell and deliver to Buyer, and Buyer shall purchase and accept from GNA, 3,000 Series B Shares and the Warrant (together referred to herein as the "Securities").
Terms of the Transaction. Section 2.01.
Terms of the Transaction. (a) On the date hereof, the Purchaser shall place two hundred fifty thousand dollars ($250,000) (the "Escrow Amount") in escrow with Drinker Xxxxxx & Xxxxx LLP (the "Escrow Agent") pursuant to all of the terms and conditions of the Escrow Agreement executed on the date hereof between the Escrow Agent, the Purchaser, SR and TK (the "Escrow Agreement"). The Escrow Agreement provides generally that: (i) in the event that financing for the transactions contemplated by this Agreement is not obtained and the Closing does not occur on or before the Final Closing Date (as defined in Section 1.4 herein) (a "Termination Event"), Sellers shall retain the Escrow Amount plus any accrued interest thereon and (ii) in the event of a Closing on or prior to the Final Closing Date, the Escrow Agent shall apply the Escrow Amount as payment to the Sellers pursuant to Section 1.2(c)(i) herein. The Purchaser and the Sellers agree that upon a Termination Event, all rights and obligations of the Purchaser and the Sellers under this Agreement and under any agreement contemplated hereunder shall end without any liability of any party to any other party except as set forth in this Section 1.2(a) which damages shall constitute the sole and exclusive liquidated damages for such breach. (b) At the Closing, each of the Sellers shall deliver to the Purchaser stock certificates representing the Shares owned by them, duly endorsed in blank or with stock powers duly endorsed in blank. Additionally, at the Closing, the Sellers shall deliver to the Purchaser the minute books of Media Marketplace and Media Division, the corporate seals of Media Marketplace and Media Division, if any, the stock ledgers of Media Marketplace and Media Division, and such other corporate documents and records as the Purchaser or its counsel shall reasonably request in writing at least five (5) days prior to the Closing. (c) In consideration of the purchase of the Shares and the other transactions contemplated hereby, the Sellers shall receive, at the Closing, the following consideration: (i) The aggregate sum of two hundred fifty thousand dollars ($250,000), payable from the Escrow Agent in respect of the Escrow Amount allocated as follows: a. one hundred twenty five thousand dollars ($125,000) to SR and b. one hundred twenty five thousand dollars ($125,000) to TK In addition, subject to the terms of the Escrow Agreement, the Sellers shall receive all accrued interest on and proceeds of the Escrow Amount (the "Escro...