Prior Acquisition Agreements Sample Clauses

Prior Acquisition Agreements. Prior to the Closing, Xxxxxx shall issue and deliver to the Representative a number of Xxxxxx Series B Shares equal to the Prior Acquisition Agreements Xxxxxx Shares, to be held by the Representative in a segregated escrow account (the “Escrow Account”), in accordance with the terms of this Section 2.04(d). Upon the Effective Time, the Prior Acquisition Agreements Xxxxxx Shares held in the Escrow Account shall be automatically converted into the right to receive the portion of the Transaction Consideration payable with respect to such Xxxxxx Shares pursuant to Section 2.02(b)(i), including Section 2.04(a), Section 2.04(b) and Section 2.04(c) (the “Prior Acquisition Agreements Consideration”), which Prior Acquisition Agreements Consideration shall be held in the Esrow Account in accordance with the terms of this Section 2.04(d). Xxxxxx shall use commercially reasonable efforts to amend the terms of the Prior Acquisition Agreements to provide that any Prior Acquisition Agreements Xxxxxx Shares that become payable in accordance with the terms thereof after the Closing shall instead by paid the corresponding portion of the Prior Acquisition Agreements Consideration. Following such amendment, if and when any Prior Acqisition Agreements Consideration are required to be delivered to Persons entitled thereto pursuant to the Prior Acquisition Agreements (the “Delivered Prior Acquisition Agreements Consideration”), the Representative shall, at the direction of the Surviving Company, cause to be released from the Escrow Account, the Delivered Prior Acquisition Agreements Consideration to the Persons entitled to receive such consideration. Following the final determination of the aggregate earnout payments required to be paid under Prior Acquisition Agreements and the payment thereof, if the Prior Acquisition Agreements Consideration less the aggregate number of Delivered Prior Acquisition Agreements Consideration is positive (such positive difference, the “Remaining Prior Acquisition Agreements Consideration”), the Representative shall promptly thereafter (a) cause to be released from the Escrow Account to each Xxxxxx Shareholder (including the Canadian Shareholders but excluding the holders of Dissenting Shares and Excluded Shares) who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor and each Employed Option Holder, out of the Remaining Prior Acquisition Agreements Consideration in the Escrow Account, a numb...
Sample 1
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Prior Acquisition Agreements. Except as described in Schedule 3.8, neither SURGICOE nor any of its Subsidiaries has asserted any claim for indemnification pursuant to any of its agreements whereby it acquired an ownership interest in one or more Subsidiaries, or by which any Subsidiary acquired the operating assets of a Center or any real estate, and neither SURGICOE nor any Subsidiary is aware of any material claim that it is entitled to assert under any such agreement that has not been asserted.
Sample 1
Prior Acquisition Agreements. Except as described in Schedule 3.8, neither Seller nor any Canton LLC has asserted any claim for indemnification pursuant to any of its agreements whereby Seller acquired an ownership interest in either of the Canton LLCs, or by which any Canton LLC acquired the operating assets of the Center or the Real Property, and neither Seller nor any Canton LLC is aware of any material claim that it is entitled to assert under any such agreement that has not been asserted.
Sample 1
Prior Acquisition Agreements. Schedule 4.14 contains a list of the material contracts and other agreements pursuant to which any USC Member acquired the assets which constitute part of the USC Contributed Assets (the “Prior Acquisition Agreements”), true and correct copies of which have been delivered to Levy. Except as set forth on Schedule 4.14, no third party under the Prior Acquisition Agreements has filed suit or made demand upon any USC Member for indemnification or, to the USC Members’ knowledge, is seeking any other remedy for any USC Member’s breach or violation of any Prior Acquisition Agreement.
Sample 1
Prior Acquisition Agreements. (a) To the Knowledge of the Company, the Seller and SCL or any of them, the representations and warranties made by the vendors and shareholders in the Prior Acquisition Agreements were true and correct when made. (b) None of the Company, the Seller and SCL (1) has asserted any claim for indemnification or exercised any right of set-off under any of the provisions of any of the Prior Acquisition Agreements or (2) has given any of the shareholders or vendors under any of the Prior Acquisition Agreements notice of any matter which is or may be subject to any of the provisions thereof pertaining to indemnification or set-off.
Sample 1
Prior Acquisition Agreements. The term “Prior Acquisition Agreements” shall mean the (i) Agreement and Plan of Merger, dated January 29, 2001, by and among Adjoined Technologies, Inc. (predecessor to Adjoined Consulting, Inc.), LS Acquisition Corp., LogicSpan, Inc., Helena May, Xxxx Xxxxxxxx and Xxxxx Xxx, (ii) Asset Purchase Agreement, dated February 7, 2003, between Adjoined Consulting, Inc. and Xxxxx Consulting, Inc., (iii) Asset Purchase Agreement, dated January 18, 2005 (the “Cima Agreement”), by and among Adjoined Consulting, Inc., Cima Consulting Group, Inc., Xxxxx Diego, Xxxxxxx Free, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx Xxxx, and Xxxxx Xxxxxx, (iv) Asset Purchase Agreement, dated May 1, 2005 (the “Sapphire Agreement”), among Adjoined Consulting, Inc., Sapphire Consulting Company, Xxxxx Xxxxxxxx, and Xxxxxxx Xxxxxxxxxx and (v) Agreement and Plan of Merger, dated September 1, 2005 (the “Gazelle Agreement”), among Adjoined Consulting, Inc., Gazelle Acquisition Inc., GZC Group, LLC, Gazelle Consulting, Inc, Xxx Xxxx, Xxxxx Xxxxxx, The Xxxxx Corporation, Xxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx Xxxxxxx, Brookside Management, X.X. Xxxxxxxx, Xxxxx Xxxxx, and Frontier Fund I, L.P.
Sample 1

Related to Prior Acquisition Agreements

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Acquisition Agreement Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.

  • Investment Agreement AUGUST.2017 12

  • Existing Lock-Up Agreements Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.

  • Prior Agreements; Amendments This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

  • Loans, Acquisitions and Guaranties Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

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