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.
The Acquisition Agreement. The Acquisition Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, each of the Parent Guarantor and USLV, enforceable against each of the Parent Guarantor and USLV 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 Parent Guarantor, 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.
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.
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.
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.
The Acquisition Agreement. (A) 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, to the knowledge of the Issuer, the Company and each Guarantor, the Acquisition Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of each of Allied Parent and Allied Seller, 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; and (B) to the knowledge of the Issuer, the Company and each Guarantor, the representations and warranties of Allied Parent and Allied Seller in the Acquisition Agreement were, as of the date of the Acquisition Agreement, and are, as of the date hereof, true and correct, except in any such case where such failure to be true and correct would not give rise to the failure of a closing condition set forth in the Acquisition Agreement to be satisfied.
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
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.
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.
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.
