The Acquisition. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:
The Acquisition. Subject to the terms and conditions set forth in this Agreement and in reliance on the representations, warranties, covenants and conditions herein contained, the Sellers hereby agree to sell, assign and deliver to Purchaser the Shares in exchange for the Acquisition Shares on the Closing Date and to transfer to Purchaser on the Closing Date a 100% undivided interest in and to the Shares free from all liens, mortgages, charges, pledges, encumbrances or other burdens (other than those that may arise under federal or state securities laws restricting the right to sell or transfer the Shares) with all rights now or thereafter attached thereto.
The Acquisition. At the Closing (as defined below), each Stockholder shall sell to Group 1 and Group 1 shall purchase from each Stockholder that number of shares of common stock, par value $1.00 per share of the Company ("Company Common Stock") as set forth opposite their respective names in Schedule II hereto in exchange for that number of shares of common stock, par value $.01 per share of Group 1 ("Group 1 Common Stock") set forth opposite their respective names in Schedule II hereto (as may be appropriately adjusted for stock splits, reverse stock splits and/or stock dividends). In the event that the Board of Directors of Group 1 approves a reverse stock split upon the recommendation of the Representatives of the Underwriters in connection with the IPO, the number of shares of Group 1 Common Stock to be received by the shareholders of the Founding Companies shall be decreased proportionately as a result of the reverse stock split; provided, however, that in the event that the number of shares of Group 1 Common Stock resulting from the reverse stock split recommended by the Representatives of the Underwriters is less than the number of shares resulting from a 4.444 for 5 reverse stock split, a 4.444 for 5 reverse stock split shall be implemented and the number of shares of Group 1 Common Stock resulting from such 4.444 for 5 reverse stock split to be received by the shareholders of the Founding Companies shall be further decreased proportionately to the number of shares that would have been issued to the shareholders of the Founding Companies had the reverse stock split recommended by the Representatives of the Underwriters been implemented. If the number of shares of Group 1 Common Stock received by a Stockholder pursuant to this Agreement includes a fractional share as a result of a reverse stock split affecting the Group 1 Common Stock, such fractional share shall be rounded up to the nearest whole share of Group 1 Common Stock.
The Acquisition. 1.01 At the Closing, a total of 100 common shares, which represents all of the outstanding shares of SkyGivers shall be acquired by WPET in exchange for 7,008,895 restricted common shares of WPET. The shares of WPET to be issued in this transaction shall be issued as set forth in Exhibit A to this Agreement.
The Acquisition. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, SpeechCard shall sell, transfer, convey, and assign to Muex, by instruments satisfactory in form and substance to Muex and its counsel, and subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the consideration. SpeechCard represents that the assets included on Exhibit A hereto are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights of SpeechCard so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. Neither Muex nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of SpeechCard other than those expressly identified on Exhibit C and accepted by Muex in this Section 2.1.
The Acquisition. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), FTA and the FTA Shareholder shall accept the Acquisition Offer described herein and shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the shares of FTA set forth herein, in the aggregate constituting no less than Seventy Percent (70%) of the issued and outstanding shares of FTA to the Company at the Closing representing 7,000 shares.
The Acquisition. 10.1 The Acquisition will not have an adverse impact on the Company’s ability to comply with the Transparency Rules and the Acquisition will not cause the Group to be in breach of any Sanctions or the Company Anti-Money Laundering Laws.
The Acquisition. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the Shareholders will sell, convey, assign, transfer and deliver to VSCO one or more stock certificates representing the Tianyin Shares, and as consideration for the acquisition of the Tianyin Shares, VSCO will issue to each Shareholder, in exchange for such Shareholder’s pro rata portion of the Tianyin Shares one or more stock certificates representing the number of shares of VSCO Common Stock set forth opposite such Shareholder’s name on Schedule 1.1(a) attached hereto (collectively, the “VSCO Shares”). The VSCO Shares issued shall equal 87.68% of the outstanding shares of VSCO common stock at the time of Closing.
The Acquisition. Subject to the terms and conditions of this Agreement, on the Closing Date, the Company shall transfer, assign, convey and deliver the Assets to AMP or AMP Subsidiary, a Georgia corporation ("AMP Subsidiary"), free and clear of all security interests, liens, claims and encumbrances (other than statutory liens arising in the ordinary course of business or other liens that do not materially detract from the value or interference with the use of such properties or Assets) and AMP or AMP Subsidiary shall accept and acquire from the Company the Assets (the "Acquisition").