Common use of Reorganization of TTS Business Clause in Contracts

Reorganization of TTS Business. Upon the terms and subject to the conditions set forth in this Agreement, the parties agree that following the execution of this Agreement and prior to consummation of the transactions contemplated by Sections 2.02 and 2.03, among other things: (a) TTSI will file an Amended and Restated Certificate of Incorporation consistent with the terms of this Agreement as agreed to by Buyer and Parent; (b) Parent will cause EII to contribute the Contributed Assets to TTSI, free and clear of all Liens (other than Permitted Liens), and TTSI will assume and agree to pay, satisfy and discharge all of the Assumed Liabilities, all as contemplated by the Assignment and Assumption Agreement; (c) In exchange for the capital contribution contemplated by Section 2.01(b), TTSI will issue 1,011.21 shares of TTSI Common Stock and 368.75 shares of TTSI Preferred Stock to EII, which upon such issuance shall be duly authorized, fully paid and non-assessable shares of capital stock of TTSI; (d) Parent will cause Emhart to sell, transfer and convey to TTSI the Transferred Intellectual Property, all as contemplated by the Intellectual Property Assignment Agreements; (e) In exchange for the transfer of the Transferred Intellectual Property contemplated by Section 2.01(d), TTSI will issue 6,000 shares of TTSI Common Stock and 881.25 shares of TTSI Preferred Stock to Emhart, which upon such issuance shall be duly authorized, fully paid and non-assessable shares of capital stock of TTSI; (f) Parent (i) will cause TTSI to establish a branch or, at the expense of TTSI, a subsidiary in each of the United Kingdom, Australia and Japan and (ii) will cause each of Tuckxx Xxxteners Limited ("Tuckxx"), Black & Deckxx (Xxstralasia) Pty. Limited ("B&D Australasia") and Nippon Pop Rivets & Fasteners, Ltd. ("Nippon") to contribute the assets and liabilities relating exclusively to the TTS Business operations in the United Kingdom, Australia and Japan, respectively, to TTSI; and (g) In exchange for the contributions contemplated by Section 2.01(f), TTSI will issue and deliver to each of Tuckxx, X&D Australasia and Nippon a promissory note with a fixed interest rate equal to 7.5% per annum payable in full at Closing with principal amounts equal to (A) $3,860,000, (B) $1,936,024.05 and (C) $406,000, respectively, which the parties agree is the net book value of the respective Contributed Assets.

Reorganization of TTS Business. Upon the terms and subject to the conditions set forth in this Agreement, the parties agree that following the execution of this Agreement and prior to consummation of the transactions contemplated by Sections 2.02 and 2.03, among other things: (a) TTSI will file an Amended and Restated Certificate of Incorporation consistent with the terms of this Agreement as agreed to by Buyer and Parent; (b) Parent will cause EII to contribute the Contributed Assets to TTSI, free and clear of all Liens (other than Permitted Liens), and TTSI will assume and agree to pay, satisfy and discharge all of the Assumed Liabilities, all as contemplated by the Assignment and Assumption Agreement; (c) In exchange for the capital contribution contemplated by Section 2.01(b), TTSI will issue 1,011.21 1,000 shares of TTSI Common Stock and 368.75 250 shares of TTSI Preferred Stock to EII, which upon such issuance shall be duly authorized, fully paid and non-assessable shares of capital stock of TTSI; (d) Parent shall and will cause Emhart and, to the extent applicable, EII to sell, transfer and convey to TTSI the Transferred Intellectual Property, all as contemplated by the Intellectual Property Assignment Agreements; (e) In exchange for the transfer of the Transferred Intellectual Property contemplated by Section 2.01(d), TTSI will issue 6,000 shares of TTSI Common Stock and 881.25 750 shares of TTSI Preferred Stock to Emhart, which upon such issuance shall be duly authorized, fully paid and non-assessable shares of capital stock of TTSI; (f) Parent (i) will cause TTSI to establish a branch or, at the expense of TTSI, a subsidiary in each of the United Kingdom, Australia and Japan and (ii) will cause each of Tuckxx Xxxteners Tucker Fasteners Limited ("TuckxxTucker"), Black & Deckxx Decker (XxstralasiaAustrxxxxxx) Pty. Limited ("B&D AustralasiaB&X Xxxtralasia") and Nippon Nxxxxx Pop Rivets & Fasteners, Ltd. ("Nippon") to contribute the assets and liabilities relating exclusively to the TTS Business operations in the United Kingdom, Australia and Japan, respectively, to TTSI; and (g) In exchange for the contributions contemplated by Section 2.01(f), TTSI will issue and deliver to each of TuckxxTucker, X&D B&D Australasia and Nippon a promissory note payable xx xxxl at Closing with an initial principal amount equal to the net book value of the respective contributed assets with a fixed interest rate equal to 7.5% per annum payable in full at Closing with principal amounts equal to (A) $3,860,000, (B) $1,936,024.05 and (C) $406,000, respectively, which the parties agree is the net book value of the respective Contributed Assetsannum.

Reorganization of TTS Business. Upon the terms and subject to the conditions set forth in this Agreement, the parties agree that following the execution of this Agreement and prior to consummation of the transactions contemplated by Sections 2.02 and 2.03, among other things: (a) TTSI will file an Amended and Restated Certificate of Incorporation consistent with the terms of this Agreement as agreed to by Buyer and Parent; (b) Parent will cause EII to contribute the Contributed Assets to TTSI, free and clear of all Liens (other than Permitted Liens), and TTSI will assume and agree to pay, satisfy and discharge all of the Assumed Liabilities, all as contemplated by the Assignment and Assumption Agreement; (c) In exchange for the capital contribution contemplated by Section 2.01(b), TTSI will issue 1,011.21 shares of TTSI Common Stock and 368.75 shares of TTSI Preferred Stock to EII, which upon such issuance shall be duly authorized, fully paid and non-assessable shares of capital stock of TTSI; (d) Parent will cause Emhart to sell, transfer and convey to TTSI the Transferred Intellectual Property, all as contemplated by the Intellectual Property Assignment Agreements; (e) In exchange for the transfer of the Transferred Intellectual Property contemplated by Section 2.01(d), TTSI will issue 6,000 shares of TTSI Common Stock and 881.25 shares of TTSI Preferred Stock to Emhart, which upon such issuance shall be duly authorized, fully paid and non-assessable shares of capital stock of TTSI; (f) Parent (i) will cause TTSI to establish a branch or, at the expense of TTSI, a subsidiary in each of the United Kingdom, Australia and Japan and (ii) will cause each of Tuckxx Xxxteners Tucker Fasteners Limited ("TuckxxTucker"), Black & Deckxx Decker (XxstralasiaXxxxxalasia) Pty. Limited ("B&D AustralasiaXustralasia") and Nippon xxx Xippon Pop Rivets & Fasteners, Ltd. ("Nippon") to contribute the assets and liabilities relating exclusively to the TTS Business operations in the United Kingdom, Australia and Japan, respectively, to TTSI; and (g) In exchange for the contributions contemplated by Section 2.01(f), TTSI will issue and deliver to each of TuckxxTucker, X&D B&D Australasia and Nippon a promissory note with a fixed wixx x xixed interest rate equal to 7.5% per annum payable in full at Closing with principal amounts equal to (A) $3,860,000, (B) $1,936,024.05 and (C) $406,000, respectively, which the parties agree is the net book value of the respective Contributed Assets.

Reorganization of TTS Business. Upon the terms and subject to the conditions set forth in this Agreement, the parties agree that following the execution of this Agreement and prior to consummation of the transactions contemplated by Sections 2.02 and 2.03, among other things: (a) TTSI will file an Amended and Restated Certificate of Incorporation consistent with the terms of this Agreement as agreed to by Buyer and Parent; (b) Parent will cause EII to contribute the Contributed Assets to TTSI, free and clear of all Liens (other than Permitted Liens), and TTSI will assume and agree to pay, satisfy and discharge all of the Assumed Liabilities, all as contemplated by the Assignment and Assumption Agreement; (c) In exchange for the capital contribution contemplated by Section 2.01(b), TTSI will issue 1,011.21 1,000 shares of TTSI Common Stock and 368.75 250 shares of TTSI Preferred Stock to EII, which upon such issuance shall be duly authorized, fully paid and non-assessable shares of capital stock of TTSI; (d) Parent shall and will cause Emhart and, to the extent applicable, EII to sell, transfer and convey to TTSI the Transferred Intellectual Property, all as contemplated by the Intellectual Property Assignment Agreements; (e) In exchange for the transfer of the Transferred Intellectual Property contemplated by Section 2.01(d), TTSI will issue 6,000 shares of TTSI Common Stock and 881.25 750 shares of TTSI Preferred Stock to Emhart, which upon such issuance shall be duly authorized, fully paid and non-assessable shares of capital stock of TTSI; (f) Parent (i) will cause TTSI to establish a branch or, at the expense of TTSI, a subsidiary in each of the United Kingdom, Australia and Japan and (ii) will cause each of Tuckxx Xxxteners Limited ("Tuckxx"), Black & Deckxx (Xxstralasia) Pty. Limited ("B&D Australasia") and Nippon Pop Rivets & Fasteners, Ltd. ("Nippon") to contribute the assets and liabilities relating exclusively to the TTS Business operations in the United Kingdom, Australia and Japan, respectively, to TTSI; and (g) In exchange for the contributions contemplated by Section 2.01(f), TTSI will issue and deliver to each of Tuckxx, X&D Australasia and Nippon a promissory note payable in full at Closing with an initial principal amount equal to the net book value of the respective contributed assets with a fixed interest rate equal to 7.5% per annum payable in full at Closing with principal amounts equal to (A) $3,860,000, (B) $1,936,024.05 and (C) $406,000, respectively, which the parties agree is the net book value of the respective Contributed Assetsannum.