COMPLETION OF THE ACQUISITION Sample Clauses

COMPLETION OF THE ACQUISITION. The Board is pleased to announce that following the satisfaction of all the Conditions pursuant to the Share Purchase Agreement (as amended by the Amendment Agreement to the Share Purchase Agreement), Completion took place on 23 November 2015 (German time). Immediately after Completion, LWB and LIV are owned as to 70% and 50% by the Group respectively. The Board would like to provide an update to the Shareholders that, after consultation with the auditor of the Company, upon Completion, LIV is classified as a non-wholly-owned subsidiary of the Company pursuant to the Hong Kong Financial Reporting Standards. Accordingly, the financial results of LIV will be consolidated into the consolidated financial statements of the Company. CONTINUING CONNECTED TRANSACTIONS RESULTING FROM THE ACQUISITION Immediately after Completion, LWB is held as to 70% by the Purchaser and 30% by Petram, LIV is owned by the Purchaser and Petram in equal share, and both LWB and LIV are indirect non-wholly- owned subsidiaries of the Company. Since Petram is a substantial shareholder of LWB and LIV, Petram Group is a connected person of the Company at the subsidiary level for the purpose of the Listing Rules. Prior to the Acquisition, the LWB Group has entered into certain operational agreements with members of the Petram Group. Upon Completion, the continuing transactions contemplated under these agreements have become continuing connected transactions for the Group. Pursuant to Rule 14A.60(1) of the Listing Rules, the Company is required to comply with the applicable annual review and disclosure requirements under Chapter 14A of the Listing Rules regarding the aforesaid continuing connected transactions. Details of these continuing connected transactions are disclosed in this announcement in compliance with Rule 14A.60(1) of the Listing Rules.
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COMPLETION OF THE ACQUISITION. Subject to the satisfaction of all the Closing Conditions (or (where applicable) waiver of those which are waivable), Completion shall take place at 12:00 noon (Hong Kong time) on the fifth Business Day (or at such other time and/or date as the Vendors and the Purchaser may agree) following the date on which the Purchaser shall have sent a written notice to the Vendors for Completion upon the fulfillment or (where applicable) waiver of all Closing Conditions.
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COMPLETION OF THE ACQUISITION. Completion shall take place on the third Business Day after the satisfaction or waiver (as the case may be), save for condition (i) above which cannot be waived, of the conditions precedent above. Upon Completion, the Company will hold approximately 24.63% of the entire issued share capital of the Target Company. Accordingly, the Target Company will become an associate of the Company. Given the Target Company will not be a subsidiary of the Company, its financial results will not be consolidated into the consolidated financial results of the Group.
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COMPLETION OF THE ACQUISITION. The parties shall register the transfer of the Sale Shares to the Company or its designated subsidiary with the relevant administrative bureau for industry and commerce within 90 business days from the satisfaction of the conditions to the Agreement.
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COMPLETION OF THE ACQUISITION. The Loan Parties shall have executed definitive documentation with regard to the Acquisition, including the Acquisition Agreement and the related documents contemplated therein, each in form and substance satisfactory to the Agent, and all conditions precedent to the consummation of the Acquisition shall have been satisfied and payment of the purchase price shall occur simultaneously with the making of the Loans hereunder.
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COMPLETION OF THE ACQUISITION. The Initial Issuer shall cause the Acquisition to be consummated as soon as reasonably practicable following the issue of the Notes. Section 4.27
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COMPLETION OF THE ACQUISITION. It is provided under the Agreement that the Seller shall deliver the 6,800 heads of Holstein cattle that had passed the quarantine control to Wuchang Benniu on or before the Delivery Date. Wuchang Benniu shall have 45 days from the Delivery Date to inspect the Holstein cattle. The completion shall take place upon the acceptance of the Holstein cattle by Wuchang Benniu after inspection (the “Completion Date” ).
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Related to COMPLETION OF THE ACQUISITION

  • Consummation of the Acquisition On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

  • The Acquisition Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

  • Consummation of the Transaction Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its or any of its Affiliates’ businesses, product lines or assets or any interest therein.

  • Consummation of the Transactions Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to cause the Closing to occur upon the terms and conditions set forth herein. FCG shall cooperate with the Investor, and the Investor shall cooperate with FCG, in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required in connection with the consummation of the transactions contemplated by this Agreement, and each party requesting such cooperation shall reimburse the other party's reasonable out-of-pocket expenses in providing such cooperation.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

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