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...
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.
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.
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.
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.
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.
