Heelys – Agreement and Plan of Merger (December 10th, 2012)
WHEREAS, the Company and certain of its Subsidiaries are parties to that certain Asset Purchase Agreement by and among the Evergreen Group Ventures, LLC ("Evergreen") and TEG Bronco Acquisition Company, LLC, dated as of October 22, 2012 (the "Evergreen Agreement") pursuant to which Evergreen intends to purchase certain assets of the Company;
Heelys – Asset Purchase Agreement (October 23rd, 2012)
This Asset Purchase Agreement (this "Agreement"), dated as of October 22, 2012, is entered into by and among THE EVERGREEN GROUP VENTURES, LLC, a Delaware limited liability company ("Parent") and TEG BRONCO ACQUISITION COMPANY, LLC, a Delaware limited liability company ("Buyer", and together with Parent, the "Buyer Parties")), on the one hand, and HEELYS, INC., a Delaware corporation ("Heelys Parent"), HEELING SPORTS LIMITED, a Texas limited partnership ("Heelys Texas"), HEELING SPORTS EMEA SPRL, a Belgian corporation ("Heelys EMEA"), and HEELING SPORTS JAPAN, K.K., a Japanese corporation ("Heelys Japan", and together with Heelys Parent, Heelys Texas and Heelys EMEA, the "Seller Parties"), on the other hand. For the avoidance of doubt, any action prescribed or permitted to be taken or represented to have been taken by the Seller Parties' Representative in its capacity as such shall be deemed to be taken or to have been taken on behalf of the Seller Parties.