Effective Control. If the transactions contemplated under this Agreement (as may be amended, supplemented or otherwise modified from time to time) are consummated and the Plan of Reorganization (as may be amended, supplemented or otherwise modified from time to time) is confirmed in accordance with the terms and conditions hereunder and thereunder, the Parties hereby agree that the date on which the Buyer and the Asset Buyer(s) will be deemed to have acquired effective control (i.e., the risks and rewards of ownership) of the Acquired Product Lines shall be January 1, 2003.
Effective Control. A PERSON has effective control of another PERSON or is subject to common control with such other PERSON when:
Effective Control. Upon the Closing Date, as that term is defined in the Stock Purchase Agreement, and subject to the Pledge Agreement, the Pledgor will exercise effective control of the Company.
Effective Control. A change in the effective control of a shareholder occurs for the purposes of this provision in the event that any single person holding directly or indirectly more than 50 per centum of the issued capital of that Shareholder at the time when that Shareholder originally become a Shareholder ceases to hold the beneficial interest in at least 50 per centum of the issued capital of that Shareholder.
Effective Control. 37 10.22 Liability of Buyer's Affiliates................................................................37 LIST OF SCHEDULES AND EXHIBITS Schedule 2.1.1.5 - Assumed Contracts Schedule 2.1.1.6 - Bank Accounts Schedule 2.1.1.7 - Assumed Owned Real Property Schedule 2.1.1.22 - Assumed Plans Schedule 2.2.1(vi) - Assumed Obligations Schedule 2.3.5 - Excluded Assets Schedule 3.3 - Allocation Schedule Schedule 5.3 - No Conflict or Violation Schedule 5.4 - Contracts Schedule 5.5 - Financial Statements Schedule 5.6 - Equipment Schedule 5.8 - Intellectual Property Schedule 5.9 - Compliance with Laws Schedule 5.11 - Permits Schedule 5.12 - Environmental Matters Schedule 5.13 - Employee Benefit Plans Schedule 5.14 - Absence of Certain Changes Schedule 5.15 - Liabilities Schedule 5.16 - Insurance Schedule 5.17 - Taxes Schedule 5.20 - Warranty Obligations Schedule 5.21 - Real Property Schedule 5.22 - Litigation Schedule 5.23 - Trade Relations Schedule 5.24 - Subsidiaries Schedule 7.1.1 - Conduct of Business Schedule 7.5.1 - Employees Exhibits -------- Exhibit A - Plan of Reorganization ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered into as of this 27th day of November, 2002, by and among Jarden Corporation, a Delaware corporation (the "Buyer"), Diamond Brands, Incorporated, a Minnesota corporation ("DBI"), Diamond Brands Operating Corp., a Delaware corporation and wholly-owned subsidiary of DBI ("DBOC"), Diamond Brands Kansas, Inc., a Kansas corporation ("DBKI"), and Forster, Inc., a Maine corporation and wholly-owned subsidiary of DXXX ("Xorster"). DBI, DBOC, DBKI and Forster are sometimes referred to hexxxx xxdividually as a "Debtor" xxx xxllectively as the "Debtors." Capitalized terms used but not otherwise defined herein shall have the meanings accorded to them in Section 1.1 hereof.
Effective Control. Upon the Closing Date, and subject to the Pledge Agreement, the Buyer will exercise effective control of the Company.
Effective Control. 48 10.22 Liability of Buyer's Affiliates................................................................48
Effective Control. A natural or legal person has effective control of the other natural or legal person or is submitted to the common control with it, when: - It has more than fifty per cent (50%) of the voting power in the general shareholders meeting or partners, through direct ownership of representative titles of capital stock or indirectly through usufruct contract, pledge, trust, syndication and similar or any other legal act; or, - Directly or indirectly has the power to appoint or remove the majority of member of the board or equivalent body, that enables to control or exercise the majority of votes in the meetings of the board or equivalent body, or to govern the operacional or financial policies under a regulation or contract whatever is its modality; or, - By any other mechanism or circumstance (contractual or not), effectively controls the decision power in the other company. In addition to the above and whenever applicable, in order to determine the effective control, it shall be taken into account the provisions of CONASEV Resolution Nº 090-2005-EF-94.10, modified by CONASEV Resolution Nº 005- 2006-EF/94.10 and by CONASEV Resolution N° 016-2007-EF/94.10 or regulation that replaces or modifies it.
Effective Control. It is understood that a natural or legal entity effectively controls another, when: − The first one, directly or indirectly controls more than fifty percent (50%) of its share capital with voting rights; − The first one has the power to appoint more than fifty percent (50%) of the members of the board of directors or equivalent governing body, or − Through any legal and/or contractual mechanism, the first one holds the power of decision over the second.
