Effects of the Acquisition. (a) At and after the Effective Time, the Acquisition shall have the effects set forth in this Agreement and in the appropriate provisions of the ARGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Acquisition of the Seller by the Parent shall use maintain the name Daylight Pumps as the Parent sees appropriate, and as such continue ordinary course of business; manage all licenses, leases, legally enforceable rights to use, all material service names, domain names, and logos used in the respective business, continue to provide SOP to certain officers of Seller, maintain contractual agreements with independent contractors, and uphold positions and duties of officers and all other Seller Personnel necessary to carry on business as is currently being conducted.
(b) Seller will conduct business within its ordinary course; however Seller will not enter into any capital commitment relating to the business or incur or assume any liability in connection with the business, other than in the normal and usual course of business, without prior written consent of the Parent, such consent not to be unreasonably withheld or delayed. Seller will not vary any of their vendor contracts or agreements and will continue to observe and perform all of its obligations and duties under these contracts or agreements unless written notification is provided to Parent regarding such variances.
(c) Parent shall use reasonable efforts to provide management, operating and technical assistance to the Seller’s operator during the interim period of this Agreement.
Effects of the Acquisition. (a) Should the closing date of the Acquisition (the “Acquisition Closing Date”) occur on or prior to December 31, 1997:
(i) as provided in Article VII hereof, the Corporation shall release the escrowed certificates representing the Corporation Shares, so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement;
(ii) the Group 1 shares shall be substituted for the Corporation Shares for the purposes of this Agreement, and certificates representing the Group 1 Shares shall be delivered by Group 1 to the Corporation, to be held in escrow as provided in Article VII hereof;
(iii) this Agreement shall have no further application or effect upon the Corporation Shares, and Group 1 shall own the Corporation Shares free and clear of all claims and encumbrances, including, without limitation, all rights granted to Xxxxxx hereunder; and
(iv) the Group 1 Shares shall be subject to the terms and provisions of this Agreement, including, without limitation, Xxxxxx’x Repurchase Right under Article V hereof, Xxxxxx’x First Refusal Right under Article VI hereof and the escrow provisions of Article VII hereof, and the Purchase Price for Group 1 Shares under Articles V and VI hereof shall be the Purchase Price originally paid by the Purchaser for the Corporation Shares.
(b) Should the Acquisition Closing Date not occur on or prior to December 31, 1997:
(i) Xxxxxx shall have the right to repurchase the Purchased Corporation Shares from Purchaser for the Purchase Price, notwithstanding Purchaser’s status as a Service Provider to the Corporation at the time of Xxxxxx’x repurchase hereunder, such repurchase to be conducted in accordance with Section 5.2 hereof; and
(ii) upon the completion of such repurchase, this Agreement shall terminate in all respects and shall have no further effect upon the parties hereto.
Effects of the Acquisition. 16. The acquisition of NMC by Fresenius may substantially lessen competition in the United States market for hemodialysis concentrate because, among other things:
a. it will eliminate substantial head-to-head competition between NMC and Fresenius;
b. it will increase concentration substantially in a highly concentrated market;
c. it will increase the likelihood of coordinated interaction among producers of hemodialysis concentrate;
d. company documents project that the increased "consolidation" of suppliers will likely lead to "price stabilization;" and
e. it will likely result in increased prices for hemodialysis concentrate.
Effects of the Acquisition. At Closing by virtue of the Acquisition, NBM, shall acquire the assets of IM Training listed on Exhibit A, from DC in exchange for 6,743,681 shares of common stock in DC. Assets to be acquired will include all assets, tangible or intangible, including content library, required or used to operate IM Training. Intangible property shall include, but not be limited to, web sites and domain names, blogs, social media such as Facebook, LinkedIn and Twitter, files and source code, software, trademarks, trade names, brand names, goodwill, customer lists, e-mail and any other contact lists, operating manuals, technology plans, applications, contracts, warranties, leases, rights, arrangements and other assets. NBM shall have full use of existing content as part of the IM Training library. DC will receive proceeds from IM Training through the Effective Date net of refunds applicable to any such sales. For any subscription products included in IM Training, proceeds received by DC through the Effective Date shall be property of DC and NBM shall assume deliverability of services subsequent to that date. Any collections by DC subsequent to the Effective Date for IM Training will be remitted to the NBM. NBM will be liable for operating expenses of IM Training subsequent to the Effective Date including but not limited to development costs, support, cloud-based storage fees and telephone expenses. Any expenses paid by DC prior to Effective Date shall not be reimbursable even if they benefit beyond the Effective Date.
Effects of the Acquisition. At the Effective Time, Explore will, without -------------------------- any other action, possess all the rights, privileges, powers and franchises, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Companies; and all rights, privileges, powers and franchises of each of the Constituent Companies, and the title to any real estate vested by deed or otherwise in the Constituent Companies will not revert or be in any way impaired by reason of the Acquisition; but all rights of creditors and all liens upon any property of either of the Constituent Companies will be preserved unimpaired.
Effects of the Acquisition. This purchase transforms Mokuti into a significant junior base metals explorer with a substantial resource base at Kylylahti, which has the potential to go into early production, quality nickel exploration prospects in the KSGB and quality PGM exploration projects in Northern Finland. In addition to the exploration assets being acquired, Mokuti will also acquire the services of experienced former Outokumpu, now Dragon’s Finnish technical staff who have a history and understanding of the assets, experience considered valuable by Mokuti in establishing its presence in Finland.
Effects of the Acquisition. (a) At the time of Closing (as defined in Section 2.01) and by virtue of the Acquisition, all of the issued and outstanding REGS ownership interests shall be acquired as provided in Section 1.03.
(b) Without limiting the generality of the foregoing, and subject thereto and to any other applicable laws, at the time of Closing, all the properties, rights, privileges, powers, and franchises of REGS and SEER shall be owned by SEER on a consolidated basis, and, subject to the terms of this Agreement, all debts, liabilities, restrictions, disabilities, and duties of REGS and SEER shall remain as they are prior to the acquisition. SEER has changed its name to STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. and has applied for a new trading symbol.
Effects of the Acquisition. 1.1 AT THE TIME OF CLOSING (AS DEFINED IN SECTION 2.01) AND BY VIRTUE OF THE ACQUISITION, ALL OF THE ISSUED AND OUTSTANDING REGS OWNERSHIP INTERESTS SHALL BE ACQUIRED AS PROVIDED IN SECTION 1.03.
1.2 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND SUBJECT THERETO AND TO ANY OTHER APPLICABLE LAWS, AT THE TIME OF CLOSING, ALL THE PROPERTIES, RIGHTS, PRIVILEGES, POWERS, AND FRANCHISES OF REGS AND SEER SHALL BE OWNED BY SEER ON A CONSOLIDATED BASIS, AND, SUBJECT TO THE TERMS OF THIS AGREEMENT, ALL DEBTS, LIABILITIES, RESTRICTIONS, DISABILITIES, AND DUTIES OF REGS AND SEER SHALL REMAIN AS THEY ARE PRIOR TO THE ACQUISITION. SEER HAS CHANGED ITS NAME TO STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. AND HAS APPLIED FOR A NEW TRADING SYMBOL.
Effects of the Acquisition. 12. The effects of the Acquisition, if consummated, may be substantially to lessen competition or to tend to create a monopoly in the market for a BMD System in the United States in violation of Section 7 of the Xxxxxxx Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, in the following ways, among others:
a. Respondent may gain access to competitively sensitive non-public information concerning the other BMD System manufacturers, so that actual competition between respondent and the other BMD System manufacturers will be reduced; and
b. Respondent may be in a position to disadvantage the other BMD System manufacturers, so that actual competition between respondent and the other BMD System manufacturers will be reduced.
Effects of the Acquisition. 14. The effects of the Acquisition may be substantially to lessen competition and to tend to create a monopoly in the relevant markets in violation of Section 7 of the Xxxxxxx Act, as amended, 15 U.S.C. 18, and Section 5 of the FTC Act, as amended, 15 U.S.C. 45, in the following ways, among others:
a. by eliminating direct actual competition between Baxter and Immuno in the relevant markets;
b. by increasing the likelihood that Baxter will unilaterally exercise market power in the relevant markets; and
c. by creating a dominant firm in the relevant markets.
