The Basic Transaction Sample Clauses

The Basic Transaction. On the terms and subject to the conditions of --------------------- this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease (the "Merger"). The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation"), and shall become a wholly owned subsidiary of Parent. The Merger shall have the effects specified in the New Jersey Business Corporation Act (the "NJBCA").

The Basic Transaction. The E World will acquire the assets of GRES including contracts entered into by GRES with regard to the acceptance, processing and disposal of construction and demolition waste dated May 19, 2011 and Municipal Solid Waste agreement dated September 07, 211 and other agreements relating to the financing of energy and waste disposal projects.

The Basic Transaction. The Buyer agrees to buy 100% of the assets of TSA (the "Assets") for up to $16,000,000, consisting of a minimum of $10,000,000 and up to $6,000,000 in either restricted common stock of the Buyer (the "Acquisition Shares") or in cash as may be selected by the Parent. The purchase price (the "Acquisition Consideration") has been and shall be payable as follows: (a) $1,450,000 non-refundable deposit paid on June 10, 1998; (b) $2,050,000 paid to the Escrow Agent as defined on July 31, 1998; (c) at the Closing, as defined in Section 3.5 below, $6,500,000 in cash or at least $4,000,000 in cash and the balance by means of a 12% note due March 31, 1999 (the "Note"), the form of which is annexed as Schedule 1(d)(l) which Note shall be secured by a lien on the assets of the Buyer which TSA and the Buyer mutually agree upon; (d) at the Closing, as defined in Section 3.5 below, up to $6,000,000 in contingent additional payments as determined pursuant to Section 1.1 below (the "Earn-Out") of cash or Acquisition Shares as may be selected by the Parent (the "Parent's Option"). If the Earn-Out is to be paid as described below, it may be paid in any combination of cash or Acquisition Shares as selected by the Parent within 60 days following the end of Year One and/or Year Two; (e) at the Closing, as defined in Section 3.5 below, the assumption by the Buyer of all of TSA's liabilities as reflected on the Financial Statements, as defined, and thereafter incurred in the Ordinary Course of Business, as defined, through the Closing, as defined; (f) All of the Acquisition Consideration received by TSA free of restrictions under the Escrow Agreement may be transferred to the Parent at any time, and the Buyer waives its right as a shareholder to participate in such distributions. If TSA transfers the Acquisition Consideration to the Parent, the Buyer shall execute an acknowledgement to such transfer in the form provided on Schedule 1(f)(1) to this Agreement. A copy of the assignment of the Note is annexed as Schedule 1(f)(2). Additionally, simultaneous with such transfer and assignment, Buyer and NCTI shall execute all appropriate security agreements and UCC-1s required to perfect the Parent's security interest in the security; and (g) As additional consideration, the Buyer shall sell to TSA the TSA Common Stock referred to in Section 2 hereof. Notwithstanding this provision, the Buyer shall be entitled to its pro-rata share of any dividends paid by TSA during the period commencin...

The Basic Transaction. GRES has agreed terms to acquire at least 72% of the outstanding members shares of Richfield Equities, LLC including the Richfield operating business of waste management, land fill operations and all underlying assets, liabilities and businesses as set out in the terms of the acquisition. In addition, GRES has agreed third party financing to fund the acquisition of not less than $6.5m. E World will acquire GRES’ interest in the agreement to finance and purchase Richfield Equities in consideration of which GRES will be issued with new E World common stock equivalent to 95% of the outstanding stock of E World following completion of the transaction including the raising of new finance of at least $6.5m. The current Transfer Agent of E World will provide a detailed report listing all outstanding shares as of the date of closing in order to determine the absolute number of shares to be issued in order for GRES to achieve the intended 95% equity ownership interest in E World. The management and Directors further will provide affirmation that no Warrants, Options or other rights or commitments pertaining to the equity of E World are held by any party as of the date of closing.

The Basic Transaction