Description of the Transaction Sample Clauses
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. 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.
2. After the transfer of target equity: Party A: Eight Individual Shareholders hold 22.97% equity interest of Boxinrui. Party B: Powerbridge holds 15% equity interest of Boxinrui.
Description of the Transaction. Please provide an appropriate answer to the information requested below regarding the subject derivative transaction
Description of the Transaction. Transaction Structure: (a) On or before November 30, 2021 or such other date that the Parties may mutually agree to (the Closing Date), the Buyer will purchase all of the Sold Shares from the Seller, free and clear of any and all liens, encumbrances and adverse claims thereon of any nature whatsoever. The consideration payable for the Sold Shares will be a payment of CAD$1,500,000 to be made by the Buyer to the trust account of the Seller’s legal counsel on the Closing Date (the Cash Payment) and the delivery by the Buyer to the Seller of a promissory note in the principal amount of CAD$500,000 (the Promissory Note) in substantially the form attached hereto as Schedule “A”. The effective date of the purchase of the Sold Shares will be as at the date of original issuance to the Seller of the same.
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. Section 2.01 The Closing; Purchase and Sale of Subject Membership Units and Payment of Purchase Price.
(a) The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date to be specified by the Parties, which shall be no later than the fifth Business Day after the satisfaction or waiver of the last of the conditions set forth in Article 8 to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), ) but in no event later than the End Date (as defined herein) or at such other date as the Parties agree to in writing. Documents shall be delivered and exchanged electronically at the Closing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.”
(b) At the Closing, Sellers shall sell to Purchaser and Purchaser shall purchase from Sellers, for the Purchase Price, all of the Membership Units, free and clear of all Liens. In connection with the payment of the Purchase Price at Closing, Purchaser shall receive a credit for (i) the loan advances made by Purchaser to Seller under the Seller Loan, (ii) the Operating Expense Payments made by Purchaser to Seller as described in Section 6.07 hereof (iii) the amount of any Closing Indebtedness and Acquired Company Transaction Expenses to be paid at Closing, (iv) half of the cost for the Audit and the Review, and (v) any additional payments by Purchaser expressly stated to be credited against the Purchase Price as provided herein.
(c) Fifty percent of the Purchase Price shall be payable to the Sellers in shares of Purchaser’s common stock (the “Stock Payment”) and fifty percent of the Purchase Price shall be payable to the Sellers in cash (the “Cash Payment”). The certificates for the common stock of Purchaser representing the Stock Payment shall bear the following Securities Act restrictive legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONS AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH OTHER SECURITIES LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE ACT AND SUCH OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT AND SUCH OTHER LAWS IS AVAILABLE. The...
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) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1(c)), Merger Sub shall be merged with and into Western (the "Merger"), and the separate existence of Merger Sub shall cease. Western will continue as the surviving corporation in the Merger (the "Surviving Corporation").
(b) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the Idaho Business Corporation Act ("Idaho Law").
(c) The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Western Technology And Management, Inc. on or before March 15, 2002, or at such other time as the parties may agree (the "Scheduled Closing Time"). (The date on which the Closing actually takes place is referred to in this Agreement as the "Closing Date.") Contemporaneously with or as promptly as practicable after the Closing, properly executed articles of merger (the "Articles of Merger"), conforming to the requirements of Idaho Law, shall be filed with the Secretary of State of the State of Idaho. The Merger shall become effective at the time such Articles of Merger are filed with and accepted by the Secretary of State of the State of Idaho (the "Effective Time").
(1) The articles of incorporation of Western, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until thereafter amended.
(2) The bylaws of Western, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended.
(3) The directors and officers of the Surviving Corporation immediately after the Effective Time shall be the individuals identified on Exhibit A-1.
(d) The stock of Western shall be converted into stock of IMMC as follows:
(1) Subject to Sections 1(f)(3) and (g), at the Effective Time, by virtue of the Merger and without any further action on the part of the parties, each share of common stock of Western issued and outstanding immediately prior to the Effective Time (the "Western Shares") shall be converted into the right to receive 0.4086058 shares of common stock of IMMC (the "IMMC Stock"). The IMMC Stock to be received by the Western Shareholders is set forth on Exhibit A. If, between the date of this Agreement and the Closing Date, the Western Shares or the IMMC Stock are changed into a different number or class of shares by reason of any...
Description of the Transaction. The Corporation and its parent company, Whitewater Resources Ltd., entered into a Plan of Arrangement Agreement dated March 5, 2012, which also involved five other subsidiaries of Whitewater Resources Ltd., with respect to the spin out of numerous business opportunities to the subsidiaries. The Plan of Arrangement was approved by shareholders on April 19, 2012 and subsequently by the Supreme Court of British Columbia on April 23, 2012. The Corporation became a reporting issuer on April 23, 2012. On May 21, 2013, the Corporation changed its name to Capital Auction Market Inc. On August 1, 2014, the Corporation changed its name to Marapharm Ventures Inc. For further details regarding the transaction, please refer to a copy Whitewater Resources Ltd.’s Information Circular dated March 21, 2012, which is hereby incorporated by reference, and which is available for review on SEDAR at xxx.xxxxx.xxx under the name Whitewater Resources Ltd. April 23, 2012
Description of the Transaction. As disclosed in the section entitled “History, Reorganization and the Group Structure,” we are currently not permitted to acquire an equity interest in Shenzhen Caizhiyun Network, which holds a license for the general provision of value-added telecommunication services, as pursuant to the administrative Rules for Foreign Investment in Telecommunication Enterprises promulgated by the State Council on December 11, 2001 and amended on September 10, 2008, the provision of value-added telecommunication services is classified as an industry in which foreign investors are restricted to invest in. For further details of the related policies, please refer to the section entitled “History, Reorganization and the Group Structure — The Structured Contracts.” To incorporate the business of Shenzhen Caizhiyun Network into our Group, the Structured Contracts were entered into with an objective to establish a situation pursuant to which Shenzhen Colour Life Network Service has obtained effective management, operational and economic control over Shenzhen Caizhiyun Network and has an exclusive option to purchase all or part of the entire equity interest of Shenzhen Caizhiyun Network when and to the extent permitted by PRC law. The Structured Contracts comprise five agreements, namely (i) the Exclusive Management and Operation Agreement; (ii) the Call Option Agreement; (iii) the Shareholders’ Rights Entrustment Agreement; (iv) the Equity Pledge Agreement; and (v) the Power of Attorney, which were all entered into among Shenzhen Colour Life Network Service, Shenzhen Caizhiyun Network, Mr. Xxx Xxx (潘軍) and Xx. Xxxx Xxxxxx (唐學斌). Each of Mr. Xxx Xxx (潘軍) and Xx. Xxxx Xxxxxx (唐學斌) is our Director and therefore a connected person of our Company under Chapter 14A of the Listing Rules. As such, the transactions contemplated under the Structured Contracts constitute continuing connected transactions under Chapter 14A of the Listing Rules upon Listing. Save for the Equity Pledge Agreement, each of the other Structured Contracts is for a term of 10 years and renewable for successive 10-years terms upon the request from Shenzhen Colour Life Network Service before expiration of the first 10-year term.