Description of the Transaction. 2.1 Description of the Transaction. Pursuant to the terms and conditions of this Agreement, AMPI will merge with and into SMI on the Effective Date. Upon the Effective Date of the merger, the following will occur:
Description of the Transaction. Please provide an appropriate answer to the information requested below regarding the subject derivative transaction
Description of the Transaction. Section 2.01 The Closing; Purchase and Sale of Subject Membership Units and Payment of Purchase Price.
Description of the Transaction. On April 30, 2021 (the “Effective Date”), AMMO, entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini, and Sxxxxx X. Xxxxx, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).
Description of the Transaction. 1. Basic information Before the transfer of target equity: Party A: Eight Individual Shareholders hold 37.97% equity interest of Boxinrui and intend to transfer 15% to Party B. Party B: Powerbridge holds 0% equity interest of Boxinrui.
Description of the Transaction. Buyer will acquire from Seller all of the capital stock of X (the “X Acquisition”) and in turn, the business of Seller, including, but not limited to, all equipment, hardware and software, real property, government permits, sales collateral, customer lists, sales proposals, sales quotes, all source code, design documents, documentation, assembly instructions, any tools and third party products related to the ongoing operation of Seller and all intellectual property related to Seller, including, but not limited to, patents, copyrights, trade secrets and trademarks (collectively, the “Acquired Business”). Seller shall represent that all other affiliates of Seller have been disclosed to Buyer and all ownership of X and said affiliates have been disclosed to Buyer and are being transferred to Buyer pursuant to the Definitive Agreement. Buyer is assuming all liabilities of except those specific excluded liabilities, if any, shall be mutually agreed upon by the Parties and shall be listed on a schedule to the Definitive Agreement.
Description of the Transaction. (a) On the Closing Date and upon the terms and conditions set forth herein, Concord and Empire agree to (i) form the Company for the purpose of owning, operating and developing the Property and (ii) enter into the Operating Agreement.
Description of the Transaction. The Company agrees to issue as of the date hereof to the Investor a warrant to purchase 575,885 shares of its authorized but unissued common stock, $.001 par value per share (the "Common Stock") (in the form attached hereto as Exhibit A) (the "Warrant"), for an aggregate purchase price of $115,177 (the "Purchase Price"). Any securities of the Company issued or issuable upon exercise of the Warrant are referred to as "Warrant Shares."
Description of the Transaction. On March 7, 2022, the Company and its wholly owned subsidiary CMAS, entered into a Consulting, Management and License Agreement (the “Agreement”) with Soccer Partners America, a Colorado not-for-profit corporation (“RUSH Soccer”). RUSH Soccer is a national competitive youth soccer club that administers boys’ and girls’ teams internationally (the “RUSH Programs”) with proprietary training methodology, documentation and materials (the “RUSH Materials”), proprietary technologies and platforms (the “RUSH Technologies”), and a database of individuals (the “RUSH Database”). Pursuant to the terms of the Agreement, CMAS agreed to administer, deliver and develop the RUSH Programs for an initial term of ten years, with automatic renewals for two five-year terms. RUSH Soccer has granted CMAS an exclusive license to use the RUSH name, logo, the RUSH Materials and the RUSH Technologies in connection with the operation, marketing and exploitation of full time, school semester, school year and short time weekly, junior, adult, professional and family, boarding and non-boarding soccer programs. CMAS agreed to pay RUSH Soccer a fee of $20,000 per year annually during the term of the Agreement. CMAS and the Company agreed to engage certain key personnel from RUSH Soccer as consultants for CMAS. Additionally, the Company, CMAS and RUSH Soccer agreed to establish a RUSH-branded men’s professional soccer team (the “Pro Team”) that shall be a wholly owned subsidiary of CMAS and shall be managed by Sxxxxx. The Company, CMAS and RUSH Soccer agree to work together to raise $3,000,000, $2,700,000 of which shall be used for the establishment and operation of the Pro Team and $300,000 of which will be used for the administration of the RUSH Programs. If the amount for the Pro Team is not raised within the first three years of the Agreement, RUSH Soccer may terminate the Agreement with 60 days’ notice.
Description of the Transaction. Section 4.1.
