Complete Sale Sample Clauses

Complete Sale. The assets to be transferred under this Agreement are all of the assets used by Seller in the operation of the Business, other than the Excluded Assets.
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Complete Sale. All material assets used by the Merging Company in the operation of its business are reflected in the financial statements of the Merging Company that have been provided to the other parties to this Agreement.
Sample 1Sample 2
Complete Sale. All assets used by the Corporation in the operation of the Business are either owned by the Corporation or leased by the Corporation under the leases described on Schedule 3.2(c) attached hereto. The assets of the Corporation include, without limitation, the assets identified on Schedule 6.15 attached hereto. By this Agreement, Sellers sell to Buyer all of the issued and outstanding shares of capital stock of the Corporation which Sellers own or have a right to acquire, including but not limited to any and options to acquire shares of any type, except for Sellers' warrants and options, which warrants and options Sellers will cancel.
Sample 1
Complete Sale. By consummation of the transactions contemplated by this Agreement, the Company will have sold, assigned, transferred and conveyed to UOP all of the properties and assets now held or employed by the Division and the CRILAR JV (other than the Excluded Assets).
Sample 1
Complete Sale. 12 Section 3.8. Backlog...................................................................................12 3.8.1. Amount...................................................................12 3.8.2. Ordinary Course..........................................................12 Section 3.9. Intellectual Property.....................................................................12 3.9.1. Patents and Know-How.....................................................12 Section 3.10. Litigation...............................................................................14 3.10.1. Litigation Pending or Threatened........................................14 3.10.2. This Transaction........................................................14 Section 3.11. Insurance................................................................................14 Section 3.12. Third Party Consents.....................................................................14
Sample 1
Complete Sale. 17 Section 3.8. Backlog...................................................................................18 3.8.1. Amount...................................................................18 3.8.2. Ordinary Course..........................................................18 Section 3.9. Intellectual Property.....................................................................18 3.9.1. Patents and Know-How.....................................................18
Sample 1
Complete Sale. Buyer shall not be obliged to complete the sale and purchase of any of the Transferred Shares or Transferred Assets unless the sale and purchase of all of the Transferred Shares and Transferred Assets is completed simultaneously in accordance with this Agreement.
Sample 1
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Complete Sale. Except for the four (4) abandoned xxxxx identified in Section 1.3 (d) for which Seller is retaining responsibility, Seller is transferring to Buyer all of its interests in and around the Assets and upon the transfer of Assets to Buyer hereunder, Seller will not own, directly or indirectly, any real or personal property within Xxxxx County, Texas.
Sample 1

Related to Complete Sale

  • Completed Sale A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed subscription agreement, together with payment of the full purchase price of each purchased Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted as a shareholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no commission or dealer manager fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.

  • Complete Taking 22 (b) Partial Taking..................................................... 22 (c) Award.............................................................. 22 (d) Notices............................................................ 22 24.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Expenses Related to Business Combination The Company further agrees that, in the event the Representative assists the Company in trying to obtain stockholder approval of a proposed Business Combination, the Company agrees to reimburse the Representative for all out-of-pocket expenses, including, but not limited to, "road-show" and due diligence expenses.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • Consummation of Related Transactions Agent shall have received fully executed copies of each of the Related Transactions Documents, each of which shall be in full force and effect in form and substance reasonably satisfactory to Agent. The Related Transactions shall have been consummated in accordance with the terms of the Related Transactions Documents.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Acquisition Transaction 7.2 (a) Agreement ........................

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