Taqua definition
Examples of Taqua in a sentence
Seller agrees that to the extent that lab gear for Taqua Products is, as of the Closing Date, located on the leased premises of Seller in Hyannis, Massachusetts, Buyer shall have up to 30 days following the Closing to remove the lab gear, at Buyer’s expense, from such location.
The authorized capital stock of Taqua consists solely of 1,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), of which the Taqua Share is the only share issued and outstanding.
The Taqua Share constitutes all of the Equity Securities of Taqua owned by Seller or any other Person, and the Santera Interest constitutes all of the Equity Securities of Santera owned by Seller or any other Person.
Special Liabilities shall mean the amount due for the following: Note Payable - Taqua; Due to MSPC; Note Payable to BIPCO; Note Payable - Amerifirst; Note Payable to Paul Ryan; Note Payable to ▇▇▇▇ ▇▇▇oner; Note Payable ▇▇ ▇▇▇▇▇ ▇▇nder; Note Payable ▇▇ ▇▇▇▇▇▇ ▇cKinney, amounts o▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇es (including any penalties or interest), any debt or amounts due to AmSouth Bank and any other debt for borrowed money or purchase or lease of assets.
Neither the depositing hereunder of the Escrow Deposit nor any of the other provisions of this Escrow Agreement shall directly or indirectly limit or expand any of the liabilities or obligations of any of Tekelec, Taqua, the Representatives or the Holders to any other party under the Merger Agreement.
Tekelec and Taqua have entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 25, 2004, as amended February 26, 2004, pursuant to which, among other things, the parties thereto agreed to the merger of a subsidiary of Tekelec with and into Taqua.
An allocation of the consideration paid hereunder among the Santera Interest, the Taqua Share and the Purchased Assets shall be mutually agreed to in good faith by Seller and Buyer prior to the Closing (the “Purchase Price Allocation”), but in any event the Parties agree that the Cash Consideration will be applied in its entirety to the sale of the Taqua Share.
The undersigned (the "Stockholder") is a record and/or beneficial owner of shares of voting stock of Taqua, Inc.
Taqua and the Representatives, on their own behalf and on behalf of all of the holders of Company Shares, hereby appoint the Escrow Agent to serve as escrow agent hereunder and the Escrow Agent hereby accepts such appointment and agrees to act as escrow agent hereunder and to accept, hold and distribute the Escrow Funds in accordance with and subject to the terms and conditions hereof.
Any such successor Escrow Agent shall deliver to Tekelec, Taqua and the Representatives and to the resigning Escrow Agent a written instrument accepting such appointment hereunder, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder, and shall be entitled to receive the Escrow Funds.