Assets and Sales Sample Clauses

Assets and Sales. The principal offices of the Company are not located in the United States. The Company, including all entities "controlled" by the Company for purposes of the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, does not hold assets located in the United States with a fair market value in excess of U.S.$70.9 million in the aggregate and, during the 12 month period ended December 31, 2012, did not make sales in or into the United States in excess of U.S.$70.9 million in the aggregate.
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Assets and Sales. (a) The aggregate value of the Company's assets in Canada and the annual gross revenues from sales in or from Canada generated by those assets, all as determined as of the time and in the manner that are prescribed in Part IX of the Competition Act and the Notifiable Transactions Regulations thereunder, do not exceed the amount determined under Subsection 110(8) of the Competition Act.
Sample 1
Assets and Sales. The aggregate value of the Company’s assets in Canada and the annual gross revenues from sales in or from Canada generated by those assets, all as determined as of the time and in the manner that are prescribed in Part IX of the Competition Act and the Notifiable Transactions Regulations thereunder, do not exceed the amount determined under subsection 110(8) of the Competition Act. The principal offices of the Company are not located in the United States. The Company, including all entities “controlled” by the Company for purposes of the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, does not, and prior to the completion of the Offer will not, hold assets located in the United States with a fair market value in excess of U.S.$68.2 million in the aggregate and, during the 12 month period ended January 1, 2012, (i) the Company did not make sales in or into the United States in excess of U.S.$68.2 million in the aggregate, and (ii) the assets that the Company and its subsidiaries hold as of immediately prior to completion of the Offer did not generate sales in or into the United States in excess of U.S.$68.2 million in the aggregate.
Sample 1
Assets and Sales. The aggregate value of the Company’s assets in Canada and the annual gross revenues from sales in or from Canada generated by those assets, all as determined as of the time and in the manner that are prescribed in Part IX of the Competition Act and the Notifiable Transactions Regulations thereunder, do not exceed the amount determined under subsection 110(8) of the Competition Act. The principal offices of the Company are not located in the United States. The Company, including all entities “controlled” by the Company for purposes of the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, does not hold assets located in the United States with a fair market value in excess of U.S.$66.0 million in the aggregate and, during the 12 month period ended December 31, 2010, did not make sales in or into the United States in excess of U.S.$66.0 million in the aggregate.
Sample 1
Assets and Sales. (i) The aggregate value of ICC’s assets in Canada and the annual gross revenues from sales in or from Canada generated by those assets, all as determined as of the time and in the manner that are prescribed in Part IX of the Competition Act and the Notifiable Transactions Regulations thereunder, do not exceed the amount determined under Subsection 110(8) of the Competition Act.
Sample 1
Assets and Sales. Assuming that the Purchase Price payable by Purchaser to Seller under this Agreement is not determinative in calculating total assets under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, neither Seller nor, as Seller's "ultimate parent entity," the Shareholder, has total assets or annual net sales of $10,000,000 or more. The Shareholder has no regularly prepared financial statement showing total assets or annual net sales of $10,000,000 or more.
Sample 1
Assets and Sales. The assets and annual sales of Purchaser are each less than $10,000,000.
Sample 1
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Related to Assets and Sales

  • Purchases and Sales Neither the Corporation nor the Subsidiaries has approved, has entered into any agreement in respect of:

  • Mergers and Sales of Assets (a) Such Borrower shall not consolidate with or merge into any other Person or convey, transfer or lease (whether in one transaction or in a series of transactions) all or substantially all of its properties and assets to any Person, unless:

  • Offers and Sales All offers and sales by a Holder under any Registration Statement shall be completed within the period during which the Registration Statement is required to remain effective pursuant to the applicable provision above and not the subject of any stop order, injunction or other order of the SEC. Upon expiration of such period, no Holder will offer or sell the Registrable Securities under the Registration Statement. If directed in writing by the Company, each Holder will return or, in each such Holder’s sole discretion destroy, all undistributed copies of the applicable Prospectus in its possession upon the expiration of such period.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Marketing and Sales Subject to the terms and conditions of this Agreement, all business decisions concerning the sales and marketing of Product in the Territory, including the price, other sale and promotional terms thereof, will be within the sole discretion of CryoLife. Upon SMI’s reasonable request, but no more frequently than twice per calendar year, CryoLife will discuss with SMI CryoLife’s marketing plans for Product in the Territory.

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