Principal Terms of the Proposed Acquisition Sample Clauses

Principal Terms of the Proposed Acquisition. 3.1 The Sale and Purchase Agreement The Company and the Vendors have agreed to the sale and purchase of the Vendor Shares on the terms and subject to the conditions set out in the SPA, under which the Company shall purchase, and the Vendors shall sell their respective proportion of the Vendor Shares. In addition, Lighthouse shall procure the sale to the Company of the Relevant Shares (other than the Vendor Shares) (such shares, the "Remaining Shares"). In order for the Company to acquire the entire issued and paid-up share capital of the Target Company, Lighthouse will, pursuant to the terms of the SPA, exercise its drag-along rights conferred upon it by the constitution of the Target Company to require the registered holders of all the Remaining Shares to sell and transfer all their respective Remaining Shares to the Company, in each case in accordance with the provisions of the aforesaid constitution.
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Principal Terms of the Proposed Acquisition. The principal terms of the Proposed Acquisition as set out in the SPA are summarised as follows: Sale and Purchase The Vendors shall sell, and the Purchaser shall acquire, all (and not some of) the Sale Shares with effect from Completion with all rights then attaching to them including the right to receive all distributions and dividends declared, paid or made in respect of the Sale Shares on or after Completion, free from any encumbrance. Consideration S$6.966 million. The Consideration was determined pursuant to commercial negotiations between the Directors who are considered independent for the purposes of the Proposed Acquisition (the “Independent Directors”) and the Vendors in good faith and on an arm’s length basis, taking into account the following factors: (a) the valuation of 100% equity interests of the Target based on the Valuation Report, which is S$24.50 million, whereby the Consideration represents a discount of approximately 54.95% to such valuation; (b) the fact that the agriculture business of the Target Group has passed the cultivation-intensive phase of its early development and has now entered into the relatively less risky phase of commercial growth and harvesting; and (c) the Target Group’s profitability for FY2020 where the Target Group achieved a profit after tax of RMB9.99 million (approximately S$2.04 million); against the Proposed Acquisition’s share of such a profit after tax of the Target Group for FY2020, the Consideration represents a price earnings ratio of approximately 3.42 times. Payment Terms The Consideration shall be fully satisfied by the issue and allotment to the Vendors or their nominees in the relevant proportions of 162,000,000 Consideration Shares at the Issue Price of S$0.043 per Consideration Share and constituting approximately 47.93% of the enlarged issued and paid-up share capital of the Company on Completion of the Proposed Acquisition. The Consideration Shares shall be issued free from encumbrances and rank pari passu in all respects with and carry all rights similar to existing Shares except that they will not rank for any dividend, right, allotment or other distributions the record date of which falls on or before the date on which Completion takes place. The Issue Price of S$0.043 per Consideration Share is equivalent to the volume weighted average price per Share on 15 March 2021 (being the full market day immediately preceding the signing of the SPA).
Principal Terms of the Proposed Acquisition 

Related to Principal Terms of the Proposed Acquisition

  • Notice to Proceed - Land Acquisition The acquisition of the Land shall not occur until the Director has issued a written Notice to Proceed for land acquisition to the Recipient (the "Notice to Proceed"). Such Notice to Proceed will not be issued until the Director has received a Request to Proceed acceptable to the Director and is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and any requirements for land acquisition set forth in this Agreement, including without limitation the OPWC's approval of the proposed Deed Restrictions and Title Agent. The Notice to Proceed also shall specify the time frame for the Closing.

  • Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.

  • Tax Increment Financing The Redevelopment Agreement provides for the capture of the Tax Increment, as defined therein, by the City of the Redeveloper Improvements to be made by the Redeveloper for a period not to exceed fifteen (15) years after the Redevelopment Project effective date defined in the Redevelopment Agreement. The Tax Increment so captured by the City shall be used for to make the Redeveloper Improvements as described in the Redevelopment Agreement.

  • Land Acquisition Disbursement To initiate the purchase of the Land, the Recipient must first complete and submit a written Request to Proceed to the Director prior to Closing. The Request to Proceed must name the proposed Title Agent and must indicate the amount of Funds requested from the OPWC for the land acquisition, including expected settlement costs, based upon the participation ratio and the amount of funds expected from any Matching Funds. The Request to Proceed must contain as attachments: (a) a copy of the proposed Deed Restrictions; (b) a copy of the executed purchase agreement with respect to, or such other agreement to convey an interest in, the Land between the Recipient and the Land owner; (c) a copy of the performed appraisal according to the specifications provided by the Director; (d) evidence satisfactory to the Director that Recipient will acquire marketable title to the Land at Closing; and (d) if the Recipient desires to elect the pre-closing option described below (i) a copy of the signed escrow agreement among Recipient, Title Agent and the OPWC, executed by Recipient and Title Agent, substantially in the form of Appendix F of this Agreement (the "Escrow Agreement") and (ii) if the Title Agent is an agent for a title insurance company, rather than a title company itself, a closing protection letter issued by the title insurance company to the OPWC. Funds for land acquisition shall be disbursed to the Recipient, as part of a grant to the Recipient pursuant to Revised Code Sections 164.20 through 164.27, pursuant to the pre-closing option and/or the reimbursement option, as described in subsections 5(a) and 5(b), respectively.

  • Online Banking Transactions At the present time, you may use Online Banking to: • Transfer funds between your savings, checking, and Club accounts. • Withdraw funds from your savings, checking, and Club accounts. • Make loan payments from your savings, checking and Club accounts. • Obtain account balance and transaction history on your savings, checking, and Club accounts. • Obtain information on your loan account balance, transaction history, payment due dates, loan payoff amounts and finance charges. • Review available copies of eStatements and tax information. • Make bill payments from your checking account using the Bill Pay service. Transactions involving your savings and checking accounts will be subject to the terms of your Membership and Account Agreement. Transactions involving your loan accounts will be subject to your applicable Loan Agreement and Disclosures.

  • Recurring Transactions If you intend to use the Card for recurring transactions, you should monitor your Balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. We are not responsible if a recurring transaction is declined because you have not maintained a sufficient Balance in your Card Account to cover the transaction. If these recurring transactions may vary in amount, the person or merchant you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set with that person or merchant. If you have told us in advance to make regular payments (i.e., Recurring Transactions) from your Card Account, you can stop the payment by notifying us orally or in writing at least three (3) Business Days before the scheduled date of the transfer. If you call, we also may require you to put your request in writing and get it to us within 14 days after you call. If you order us to stop one of these payments three (3) Business Days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages. If you have authorized a merchant to make the recurring payment, you should also contact the applicable merchant in order to stop the transaction. Fraudulent Card Account Activity. We may block or cancel your Card Account if, as a result of our policies and procedures, we reasonably believe your Card Account is being used for fraudulent, suspicious, or criminal activity or any activity that is inconsistent with this Agreement. We will incur no liability because of the unavailability of the funds that may be associated with your Card Account.

  • Billing Increments Unless otherwise stated in a Service Order, usage-based charges will be billed on either a per-minute or per- message basis. Service calls invoiced on a per-minute basis will have an initial minimum call duration of one (1) minute, subsequent intervals of one (1) minute each, and will be billed by rounding to the next whole minute.

  • Third Party Financing If Product acquisitions are financed through any third party financing, Contractor may be required as a condition of Contract Award to agree to the terms and conditions of a “Consent & Acknowledgment Agreement” in a form acceptable to the Commissioner.

  • Proposed Amendments All proposed amendments to the ISO Agreement must be filed with the Commission.

  • Land Acquisition and Resettlement 8. The Borrower shall cause NHA to ensure that all land acquisition and resettlement proceed in accordance with applicable laws, and ADB’s Policy on Involuntary Resettlement, as well as in accordance with the framework set out in the agreed upon resettlement plan.

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