Common use of Roll-Up Transactions Clause in Contracts

Roll-Up Transactions. The following transactions (the “Roll-up Transactions”) shall have been completed: (a) The Company shall have completed the acquisition of all of the issued and outstanding ownership interests of Southland LLC; (b) Southland LLC shall have completed the acquisition of substantially all of the assets of Quality Care; and (c) The Company shall have acquired (i) ninety percent (90%) of the issued and outstanding capital stock of Emergystat, and (ii) ninety percent (90%) of the issued and outstanding capital stock of Emergystat of Sulligent). Notwithstanding anything to the contrary in Section 7.4 above, the Purchaser may elect to satisfy the conditions set forth in this Section 7.4 by paying the $2,300,000 liability owed to Health Care, Inc., and the $603,000 liability owed to Pacific Capital.

Appears in 2 contracts

Sources: Stock Purchase Agreement, Capital Stock Purchase Agreement (BAD TOYS Holdings, Inc.)

Roll-Up Transactions. The following transactions (the “Roll-up Transactions”) shall have been completed: (a) The Company shall have completed the acquisition of all of the issued and outstanding ownership interests of Southland LLC; (b) Southland LLC shall have completed the acquisition of substantially all of the assets of Quality Care; and (c) The Company shall have acquired (i) ninety percent (90%) of the issued and outstanding capital stock of Emergystat, and (ii) ninety percent (90%) of the issued and outstanding capital stock of Emergystat of Sulligent). Notwithstanding anything to the contrary in Section 7.4 above, the Purchaser may elect to satisfy the conditions set forth in this Section 7.4 by paying the $2,300,000 liability owed to Health Care, Inc., and the $603,000 liability owed to Pacific Capital.

Appears in 1 contract

Sources: Capital Stock Purchase Agreement (BAD TOYS Holdings, Inc.)