Consideration/Acquisition; Effective Time Sample Clauses

Consideration/Acquisition; Effective Time. The Acquisition shall become complete (“Closing”) upon the delivery of the transaction documents sufficient to convey assets described on Exhibit A from DC to NBM, duly executed upon the exchange of the following consideration: A total of 6,743,681 shares of restricted common stock of DC shall be conveyed by NBM to DC, free and clear of all liens and encumbrances whatsoever. The parties agree that the effective date (“Effective Date”) of the transaction herein shall be May 15, 2015 which was the date of agreed terms and all economic benefits and obligations shall be calculated starting on that date.
Sample 1Sample 2
AutoNDA by SimpleDocs
Consideration/Acquisition; Effective Time. The Acquisition shall become effective upon the delivery by Sellers of the transaction documents sufficient to convey Sellers' entire interests in Gulfstar, LLC duly executed upon delivery of the following consideration: 11,659,659 shares of restricted common stock of GEI shall be issued as consideration to Sellers for conveyance of the 11,659,659 interests in Gulfstar, LLC by Sellers, free and clear of all liens and encumbrances and concurrent with and subject to the closing of a) Revised and Amended Share Exchange and Acquisition Agreement with Talon Energy, LLC (copy attached as Exhibit A hereto) and b) Share Exchange Agreement with Gulfstar, LLC for the remaining 40% interest in Gulfstar, LLC (Exhibit B).
Sample 1
Consideration/Acquisition; Effective Time. The Acquisition shall become effective upon the delivery of the stock certificates in Acquiree duly executed representing 100% of Acquiree outstanding shares of common stock and delivery of the following consideration: 3,500,000 shares of restricted common stock of GEC shall be issued to Acquiree's Shareholders prorata in exchange for 100% of Acquiree's outstanding common stock. Further funding efforts post closing and further mergers after 6 months will be dilutable to such shareholders.
Sample 1
Consideration/Acquisition; Effective Time. The Acquisition shall become effective upon the delivery of the stock certificates in Acquiree duly executed representing 100% of Acquiree outstanding shares of common stock and delivery of the following consideration:
Sample 1
Consideration/Acquisition; Effective Time. The Acquisition shall become effective upon the delivery of the transaction documents sufficient to convey interests in Gulfstar, LLC duly executed upon delivery of the following consideration: A total of up to 8,340,341 shares of restricted common stock of GEI shall be issued prorata as consideration to Interest Holders as listed on Schedule 1.01 attached hereto for conveyance of the subject interests in Gulfstar Energy Group, LLC by Interest Holders, free and clear of all liens and encumbrances and subject to the prior closing of a) an Acquisition and Share Exchange Agreement with Talon Energy Corporation (copy attached as Exhibit A hereto) and b) Share Exchange Agreement with certain controlling Interest Holders (Timothy and Jason Sharx) xx Xulfstxx, XXX xxx xx xxxxoximately 60% interest in Gulfstar, LLC to be acquired by Gulfstar Energy Corporation. (Exhibit B)
Sample 1

Related to Consideration/Acquisition; Effective Time

  • Consideration; Closing If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

  • The Merger Effective Time Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, Merger Sub and PRE will cause an application for registration of the Surviving Company (the “Merger Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.108 of the Companies Act on or prior to the Closing Date and will cause the Merger to become effective pursuant to the Companies Act. The Merger shall become effective upon the issuance of a certificate of merger (the “Certificate of Merger”) by the Registrar or such other time as the Certificate of Merger may provide. The parties agree that they will request the Registrar provide in the Certificate of Merger that the Effective Time will be 9:00 a.m., New York City time, on the Closing Date (the “Effective Time”).

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Merger Effective Time On the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, the Company, Parent and Merger Sub will (a) on the Closing Date, execute and deliver the Statutory Merger Agreement, (b) on or prior to the Closing Date, cause an application for registration of the Surviving Company (the “Merger Application”) to be executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Bermuda Companies Act and to be accompanied by the documents required by Section 108(2) of the Bermuda Companies Act and (c) cause to be included in the Merger Application a request that the Registrar issue the certificate of merger with respect to the Merger (the “Certificate of Merger”) on the Closing Date at the time of day mutually agreed upon by the Company and Parent and set forth in the Merger Application. The Merger shall become effective upon the issuance of the Certificate of Merger by the Registrar at the time and date shown on the Certificate of Merger. The Company, Parent and Merger Sub agree that they will request that the Registrar provide in the Certificate of Merger that the effective time of the Merger shall be 10:00 a.m., Bermuda time (or such other time mutually agreed upon by the Company and Parent), on the Closing Date (such time, the “Effective Time”).

  • Recitals Merger Consideration 2.1(a) Merger Sub...................................................

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • No Change in Recommendation or Alternative Acquisition Agreement The board of directors of the Company and each committee thereof shall not:

  • Closing and Effective Time of the Merger The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Eastern time, on a date to be specified by the parties (the “Closing Date”), as promptly as practicable after the satisfaction or waiver of all of the conditions set forth in Article 7 but in any event no later than the second Business Day thereafter (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties hereto. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company will cause a certificate of merger (the “Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger will become effective at the time the Certificate of Merger will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

Time is Money Join Law Insider Premium to draft better contracts faster.