ESIAC definition
Examples of ESIAC in a sentence
Global will provide these exhibits and schedules upon the request of the Securities and Exchange Commission STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is entered into as of August 7, 1997, by and among GLOBAL IMAGING SYSTEMS INC., a Delaware corporation ("GLOBAL"), ESI ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Global ("ESIAC"), ELECTRONIC SYSTEMS, INC., a Virginia corporation (the "COMPANY") and THE SHAREHOLDERS OF ELECTRONIC SYSTEMS, INC.
Upon the basis of the ------------------------------ representations and warranties, for the consideration, and subject to the terms and conditions set forth in this Agreement, Sellers agree to sell the Shares to ESIAC and ESIAC agrees to purchase the Shares from Sellers.
Neither Global nor ESIAC has engaged, or caused to ---------- be incurred any liability to any finder, broker or sales agent in connection with the origin, negotiation, execution, delivery, or performance of this Agreement or the transactions contemplated hereby.
At the request of Global and -------------------------- ESIAC, the Company has made an adjustment to Working Capital on the Preliminary Closing Balance Sheet in the amount of $57,168 (the "WC ADJUSTMENT").
Sellers --------------------------------------- shall have received an opinion of ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to Global and ESIAC, dated the Closing Date, in substantially the same form as the form of opinion that is Exhibit G hereto.
This Agreement shall be binding -------------------------- upon and inure to the benefit of the Company, Global, ESIAC and Sellers, their heirs, representatives, successors, and permitted assigns, in accordance with the terms hereof.
However nothing in this Article VIII shall limit Global, ESIAC or Sellers in exercising or securing any remedies provided by applicable common law with respect to the conduct of Sellers or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.
Sellers shall have delivered to ---------------- Global and ESIAC at the Closing the duly executed Escrow Agreement required pursuant to Section 2.5 hereof.
This Agreement shall be assignable by Global to a wholly-owned subsidiary of Global without the prior written consent of Sellers, but any such assignment shall not relieve Global or ESIAC of its obligations hereunder.
ESIAC will acquire the Shares for investment and for ---------- its own account and not with a view to the distribution thereof; provided, however, that as sole stockholder of ESIAC, Global will cause ESIAC to merge with and into the Company immediately subsequent to the Closing and Global will hold the shares of the surviving corporation subsequent to such merger for investment and for its own account and not with a view to the distribution thereof.