FORM OF ACQUISITION Sample Clauses

FORM OF ACQUISITION. The acquisition of an undivided fifty- one percent (51%) interest in the assets of ASC pursuant to the Option (the "Acquisition") shall be effected pursuant to the terms and subject to the conditions set forth in an asset purchase agreement in substantially the same form as attached hereto as Annex I (the "Purchase Agreement"), which form may be ------- revised only by written agreement of the parties.
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FORM OF ACQUISITION. Because of the complexity of this acquisition, the parties acknowledge that the exact form and structure of the final acquisition will be based upon numerous legal and taxation questions which have not been determined at this time. Therefore, the parties agree that the final form and organization of this acquisition will be determined based upon the advice of legal and accounting professionals so as to maximize the benefit to all of the parties.
FORM OF ACQUISITION. Buyer shall acquire the Club on or before the Expiration Date in accordance with, either, in Buyer's sole and exclusive discretion (a) the terms of the Asset Purchase Agreement, dated as of February 27, 1998, by and among Sellers and Buyer, attached hereto as EXHIBIT A (the "Asset Purchase Agreement") ("Option (a)"), or (b) the terms and provisions of the draft Stock Purchase Agreement, to be executed by and among Buyer and Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxx, attached hereto as EXHIBIT B (the "Stock Purchase Agreement") ("Option (b)") (the Asset Purchase Agreement and the Stock Purchase Agreement shall be collectively referred to as the "Club Acquisition Agreements"). Buyer shall designate whether Buyer wants to Close under Option (a) or Option (b) by written notice to Sellers on or before the Expiration Date. In either case, the Option Price shall be fully credited against the Purchase Price to be paid to Sellers on the Closing Date under the Club Acquisition Agreements, as indicated in Exhibit A or Exhibit B. In either case, notwithstanding anything to the contrary contained in the Club Acquisition Agreements, the total additional Purchase Price due to Sellers on the Closing Date shall be One Million One Hundred Seventy-Five Thousand Dollars ($1,175,000.00) (the "Balance Purchase Price") plus interest at the rate of Prime plus two percent (2%) per annum, compounded daily (the "Interest Rate"), from the date hereof to and including the Closing Date. Nothing in this Section 1.3 shall be construed to modify or to be inconsistent with the terms of the TSI Note.
FORM OF ACQUISITION. The transaction will take the form of a purchase by Buyer of all of the Securities (except the Series B Proceeds) from the Sellers. Concurrent with the execution and delivery of this Agreement, unless noted below, in addition to the other documents specified in this Agreement, the parties shall receive a duplicate original of the agreements, documents and/or instruments listed in clauses (i), (ii), (iii), (iv) and (vi) below and a certified copy of the agreements, documents and/or instruments listed in clause (v) below: (i) Waiver and Amendment from each of Xxxxxx I/O LLC, RFIA, LLC, JAH I/O, RSI I/O LLC and ISC attached hereto as Exhibit I providing, inter alia, that the sale of the JAH I/O Interests is a Permitted Transfer and not a Syndication (as each such term is defined by the ISC LLC Agreement (as defined below)); (ii) Agreement between Xxxxxx Xxxxxxxxxx and OCC in the form attached hereto as Exhibit II providing, inter alia, that all of the interests of Xxxxxx Xxxxxxxxxx ("MR") and his Affiliates in OCC have been, or effective on the date of the closing of the Acquisition will be, terminated (the "Xxxxxxxxxx Acquisition Agreement"); (iii) Certificates certifying the charter documents and attaching evidence of the good standing of each party to this Agreement; (iv) At each closing, legal opinions from counsel to Sellers and counsel to Buyer as to power and authority; (v) At the closing, documentation evidencing the termination of (x) that certain promissory note payable by JAH to Union State Bank ("USB") in the principal amount of $3 million dated February 25, 1998, and (y) the security interest of USB in and to any of the Securities which were pledged to USB in order to secure such promissory note; (vi) Attached to this Agreement as Schedule 20(i) are resolutions by the parties' respective boards of directors or managers or partner consents, as the case may be, authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; and (vii) Sellers will represent and warrant as provided in Schedule 9 paragraph (a) that Schedule 20(ii) sets forth all of the shares in RSI and Reckson Associates Realty Corp. ("RARC") and units in Reckson Operating Partnership, L.P. ("ROP") Owned by any of Sellers or their respective Affiliates as of the date of this Agreement and at each closing.
FORM OF ACQUISITION. Note Exhibit A-3 - ........
FORM OF ACQUISITION. Under the transactions contemplated by the parties hereto, PCC shall acquire (the "Acquisition") (a) from the Partnership, certain assets consisting of (i) 2,280,245 shares of common stock (the "Partnership Stock") of Shop at Home, (ii) an option (the "Cowell Option") to purchase 969,755 shares of common stock (the "Cowell Stock") of Shop at Home from Paul C. Cowell, and (iii) one or more options or warrants (collectively, xxx "Xxxxxership Warrants") to purchase from Shop at Home up to 1,750,000 shares in the aggregate of newly-issued common stock of Shop at Home (the "Partnership Warrant Shares") at an exercise price of $1.00 per share; (b) from Global, the $2,000,000 Variable Rate Convertible Secured Note Due 2000 of Shop at Home, payable to Global (the "Convertible Note") convertible into shares of common stock of Shop at Home (any such shares issued upon such conversion, the "Convertible Note Shares") at a rate equal to one share for each $3.00 of the outstanding principal amount of the Convertible Note; (c) from MFC, 100,000 shares of common stock of Shop at Home; and (d) from Shop at Home, 1,199,191 shares of newly-issued Shop at Home common stock, plus an additional number of newly-issued shares of Shop at Home common stock such that PCC shall own, after the closing of the transactions contemplated hereby, on a fully diluted basis, a majority equity interest in Shop at Home. The Acquisition will be consummated by PCC or a subsidiary of PCC, as PCC elects.
FORM OF ACQUISITION. The Parties intend the transaction to be structured as a purchase by Sub Entity of 100% of the fully-diluted stock of the Company (the "Stock"). This shall include, but not be limited to, all cash, cash equivalents, accounts receivable, prepaid rent, security deposits, fixed assets, existing customer base, and all intellectual property including source code(s). All assets shall be conveyed to Sub Entity free and clear of any and all liens and security interests of any kind by others. Sub Entity shall be a Georgia corporation but for a period of not less than three years, offices of the ongoing Sub Entity shall be located within 15 miles of the current location of the Company.
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FORM OF ACQUISITION. The transaction will be a strict purchase acquisition in which KRad will become a wholly owned subsidiary of WMGC. The transaction is intended to qualify as reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Related to FORM OF ACQUISITION

  • FORM OF OPINION The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of its incorporation.

  • Form of Consideration The consideration to be paid for the Option Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board of Directors and may consist entirely of cash, check, other shares of Common Stock having a fair market value on the date of surrender equal to the aggregate exercise price of the Option Shares as to which said option shall be exercised, or any combination of such methods of payment, or such other consideration and method of payment for the issuance of Option Shares to the extent permitted under the laws of the state of incorporation of the Company. In making its determination as to the type of consideration to accept, the Board of Directors shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

  • Form of Amendments (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or 8.2, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Certificateholders, the Noteholders or the Owner Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Unaffiliated Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Unaffiliated Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

  • Form of Contribution The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). A capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. At any time that there is more than one member, capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations promulgated under Code Section 704 (the "Allocation Regulations"), so that the tax allocations provided in this Agreement shall, to the extent possible, have "substantial economic effect" within the meaning of the Allocation Regulations, or, if such allocations cannot have substantial economic effect, so that they may be deemed to be "in accordance with the member(s') interests in the Company" within the meaning of the Allocation Regulations.

  • Form of Contract The form of contract for this solicitation shall be the Request for Proposal, the awarded proposal(s) and best and final offer(s), and properly issued and reviewed purchase orders referencing the requirements of the Request for Proposals. If a vendor submitting an offer requires TIPS and/or TIPS Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal. Vendor contract documents: TIPS will review proposed vendor contract documents. Vendor’s contract document shall not become part of TIPS’s contract with vendor unless and until an authorized representative of TIPS reviews and approves it.

  • Form of Agreement If a vendor submitting an Proposal requires TIPS and/or TIPS Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal. In response to submitted supplemental Vendor Agreement documents, TIPS will review proposed vendor Agreement documents. Supplemental Vendor’s Agreement documents shall not become part of TIPS’s Agreement with vendor unless and until an authorized representative of TIPS reviews and approves it.

  • Form of Compliance Certificate A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

  • Form of Joinder This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined below), dated as of , by and among Virtu Financial, Inc., a Delaware corporation (the “Corporate Taxpayer”), and (“Permitted Transferee”).

  • Form of Note The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF INTERNATIONAL PAPER THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, ONLY (I) TO INTERNATIONAL PAPER, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (II) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER REPRESENTS THAT IT (1) IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (2) ACQUIRED SUCH SECURITY IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR (3) IS NOT A U.S. PERSON AND IS PURCHASING THE NOTES IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (A)(IV) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

  • Form of Notes The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In the case of any conflict between this Indenture and a Note, the provisions of this Indenture shall control and govern to the extent of such conflict. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.

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