The Acquisition Agreement Sample Clauses

The Acquisition Agreement. This Bxxx of Sale is executed and delivered in connection with the Acquisition Agreement. Notwithstanding anything herein to the contrary, nothing herein shall in any way vary the promises, agreements, representations and warranties of any of the parties to, and set forth in, the Acquisition Agreement, all of which shall survive the Closing (as defined in the Acquisition Agreement) and not be merged herewith or therewith. The rights or claims of Designated Subsidiary against Seller or Seller against Designated Subsidiary hereunder shall not be greater than the rights or claims of Designated Subsidiary against the Seller or of the Seller against Designated Subsidiary, respectively, under the Acquisition Agreement and any claims hereunder shall be governed by the limitations and procedures set forth in the Acquisition Agreement. In the event of a conflict of any term, condition or provision between this Bxxx of Sale and the Acquisition Agreement, the terms, conditions and provisions of the Acquisition Agreement shall prevail and supersede this Bxxx of Sale.
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The Acquisition Agreement. The Acquisition Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. To the knowledge of the Company, no party is in breach of its representations, warranties, or covenants contained in the Acquisition Agreement, except as such breach would not have a material adverse effect on the completion of the Acquisition.
Sample 1
The Acquisition Agreement. The Acquisition Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, enforceable against the Company in accordance with its terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles. The Company reasonably believes that the Senior Housing Portfolio Acquisition has been consummated and will be consummated in all material respects on the terms and by the date and as contemplated by the Time of Sale Information, the Prospectus and the Acquisition Agreement. The consummation of the Senior Housing Portfolio Acquisition has not had and would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries.
Sample 1
The Acquisition Agreement. On 16 April 2015 (after trading hours), the Purchaser, a wholly-owned subsidiary of the Company, entered into the Acquisition Agreement with the Vendor and the Target Company, pursuant to which, among other matters, (i) the Purchaser conditionally agreed to purchase, and the Vendor conditionally agreed to dispose of, the Sale Interest, representing the entire equity interest of the Target Company at the total consideration of RMB20 million (equivalent to approximately HK$25.0 million); and (ii) the Purchaser conditionally agreed to inject capital of RMB40 million (equivalent to approximately HK$50.0 million) into the Target Company subsequent to the Completion, subject to the fulfillment of certain conditions set out in the Acquisition Agreement. As at the date of this announcement, the Target Company held (i) the VS Project, which involves the construction and development of a rooftop solar power plant mounted on the rooftop of a factory of the Group in Zhuhai, the PRC; and (ii) the investment registration certificates for developing Project A and Project B, which involve the construction and development of rooftop solar power plants to be mounted on the rooftop of commercial and industrial premises of two independent third parties in Zhuhai, the PRC, respectively. LISTING RULE IMPLICATIONS As the applicable percentage ratio exceeds 5% but is less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but is exempt from the Shareholders’ approval requirement pursuant to Chapter 14 of the Listing Rules. THE ACQUISITION AGREEMENT Date 16 April 2015 (after trading hours) Parties
Sample 1
The Acquisition Agreement. The structure of the Acquisition, including form of the Acquisition (whether share purchase, amalgamation or otherwise) and the details of the steps to complete the Acquisition, will be set out in an acquisition agreement to be entered into between Merus Labs and Dacha (the “Acquisition Agreement”). The Acquisition Agreement will also set forth the steps required to give effect to the incorporation and organization of Newco in the manner contemplated by this Agreement. Merus Labs and Dacha agree to structure the transactions contemplated herein to give effect to the agreements in Section 1 of this Agreement in the most efficient manner possible having regard to the Income Tax Act (Canada) without prejudice to either party. Each of Merus Labs and Dacha will use their best efforts to structure the Acquisition such that the Merus Acquisition Shares shall not be subject to a “restricted period” on trading under Section 2.5 of National Instrument 45-102. Each of Merus Labs and Dacha will use their best efforts to negotiate and enter into the Acquisition Agreement on or before June 30, 2014 and undertake to negotiate such agreement in good faith.
Sample 1
The Acquisition Agreement. On August 16, 2000, Smallworld and GE entered into an Acquisition Agreement pursuant to which the Offer is being made. The Acquisition Agreement is described in further detail in the Offer to Purchase in Section 11 captioned "The Acquisition Agreement and Tender Agreements", which is incorporated herein by reference. THE TENDER AGREEMENTS. In connection with the Acquisition Agreement, certain officers and directors have, for themselves and their immediate family members, entered into irrevocable undertakings, dated as of August 17, 2000 (the "Tender Agreements"), in which they have agreed to tender or procure the tender of 1,113,700 Shares (or approximately 14% of the outstanding Shares) to the Offeror in the Offer. The Tender Agreements also contain provisions that require these officers and directors (other than Messrs. Chittka and Xxxxxx) to make certain payments to the Offeror in the event they sell their Shares in a successful competing transaction at a price per Share greater than $20.00. The Tender Agreements are more fully described in Section 11 of the Offer to Purchase, captioned "The Acquisition Agreement and Tender Agreements", which is incorporated herein by reference.
Sample 1
The Acquisition Agreement. The Acquisition Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, enforceable against the Company in accordance with its terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles. The Company reasonably believes that the Senior Housing Portfolio Acquisition will be consummated in all material respects on the terms and by the date and as contemplated by the Time of Sale Information, the Prospectus and the Acquisition Agreement. The consummation of the Senior Housing Portfolio Acquisition would not reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries.
Sample 1
The Acquisition Agreement. The Acquisition Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and each subsidiary of the Company party thereto, enforceable in accordance with its terms, and, to the knowledge of the Company and the Initial Guarantors, the Acquisition Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of the Acquired Company, enforceable in accordance with its terms, in each case except as enforcement thereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general principles of equity.
Sample 1
The Acquisition Agreement. Furr's shall require and the Offering Memorandum shall reflect that the Purchaser and Furr's will be required to enter into the Acquisition Agreement during the Sales Period and to close the acquisition of Furr's within one hundred twenty (120) days from the acceptance of any prospective purchaser's bid by Furr's; PROVIDED, that such one-hundred twenty (120) day period shall be extended such that all waiting periods, if any, applicable to the transactions contemplated by the Acquisition Agreement under the HSR Act shall have expired or been terminated; PROVIDED, further that in the event any order, decree, ruling, injunction or other action shall have been entered, promulgated, threatened or enforced by any court or governmental authority of competent jurisdiction which prohibits or restricts (or threatens to prohibit or restrict) such transaction, such one hundred twenty (120) day period shall be extended until such time as such order, decree, ruling, injunction or other action shall become final and non-appealable. In the event of the failure of the Purchaser to consummate the transactions contemplated by the Acquisition Agreement, for purposes of this Agreement a sale of Furr's shall be deemed to have been unsuccessful and Furr's shall be entitled to make an election in accordance with SECTION 4.2 hereof. Furr's shall provide Xxxxxxx a reasonable opportunity to review and comment on the form of the Acquisition Agreement prior to its distribution to potential bidders; PROVIDED, however that Furr's shall be under no obligation to revise such draft Acquisition Agreement in any manner based on any such comments other than in respect to agreements, covenants, representations and warranties of Xxxxxxx, contained therein, if any, and to conform such draft to the provisions of this Agreement.
Sample 1

Related to The Acquisition Agreement

  • Acquisition Agreements Acquisitions may, from time to time, enter into a letter of intent or other acquisition agreement with respect to a subject Real Estate Asset in its own name to facilitate, among other things, the offer to, and possible purchase by, the Company of the subject Real Estate Asset. In any such case, if the Company exercises its right of first refusal with respect to, and elects to pursue the acquisition of, the subject Real Estate Asset, and the Company is willing to enter into an agreement to acquire the subject Real Estate Asset, then upon the Company’s request Acquisitions shall assign the letter of intent or other acquisition agreement to the Company or its designee.

  • Acquisition Agreement Subject to the terms and conditions of this Agreement, at the Effective Date, as defined below, all AGTI Shares shall be acquired from UTEK by CYDY in accordance with the respective corporation laws of their states and the provisions of this Agreement and the separate corporate existence of AGTI, as a wholly-owned subsidiary of CYDY, shall continue after the closing.

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Contribution Agreement The Borrower and the Guarantors have executed and delivered the Contribution Agreement, and the Contribution Agreement constitutes the valid and legally binding obligations of such parties enforceable against them in accordance with the terms and provisions thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

  • Investment Agreement The Purchaser will not agree to any amendment, waiver or modification of the Investment Agreement (other than corrections of obvious errors, if any, or other ministerial amendments) without the prior written consent of the Seller, in each case to the extent such amendment, waiver or modification is adverse to the Seller’s interests under this Agreement. V CONDITIONS TO THE CLOSING.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the holders of a majority of the Partnership Units (excluding the Partnership Units held by the General Partner or an Affiliate thereof):

  • Agreement Amendment If either party hereto requests to amend this agreement, it shall notify the other party in writing, and the other party shall respond within one week. All amendments of this agreement must be made in writing by both parties, and such amendments shall be deemed as inseverable parts of this agreement.

  • Amendment of Bidding Documents 7.1 At any time prior to the deadline for submission of bids, the Purchaser, for any reason, whether at its own initiative or in response to a clarification requested by a prospective Bidder, may modify the bidding documents by amendment. 7.2 All prospective bidders that have received the bidding documents will be notified of the amendment in writing or by email, and will be bidding on them. 7.3 In order to allow prospective bidders reasonable time in which to take the amendment into account in preparing their bids, the Purchaser, at its discretion, may extend the deadline for the submission of bids.

  • Construction of this Amendment; Participation Agreement (a). This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rule 30e-3 under the 1940 Act and Rule 498A (including paragraph (j) thereof) under the 1933 Act and any interpretations of those Rules by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT.