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. 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. 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. 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. At the Closing Date, the Company shall have consummated the Acquisition in the manner described in the Registration Statement.
The Acquisition. The Acquisition shall have been consummated in accordance with all applicable law, the Acquisition Agreement (without any material amendment or modification thereto) and the Sale Order. All conditions precedent to the consummation of the Acquisition, whether set forth in the Acquisition Documents or otherwise, shall have been satisfied (or, with the prior written consent of Required Holders, waived).
The Acquisition. 1.01 At the Closing, up to 100% (7,018,236 shares) but no less than 86.74% (6,087,700) of the issued and outstanding common shares of SII shall be acquired by Webx in a share for share exchange for shares of Webx. The shares of Webx to be issued in this transaction shall be issued as set forth in Exhibit A to this Agreement.
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. The Parties hereby agree, on the terms and subject to the conditions contained herein, to jointly pursue the Acquisition of the Company. In connection with the Acquisition, the Investors shall cause a British Columbia company, FS Acquisition Corp. (the “Acquirer”), to be organized solely for the purpose of entering into the Acquisition Agreement (as defined below) with the Company, consummating the plan of arrangement (the “Plan of Arrangement”) contemplated thereby and immediately and thereafter amalgamating with the Company. The terms of the various classes of capital stock of the Acquirer both before and after the consummation of the Acquisition shall be substantially as set forth in the description of terms of capital stock agreed among the Parties prior to the issuance of the initial shares of the Acquirer and prior to the execution of the Acquisition Agreement.
