TERMS AND CONDITIONS OF THE ACQUISITION. Acquisition of Assets
TERMS AND CONDITIONS OF THE ACQUISITION. 3.1 The principal terms of the Acquisition shall be the terms and Conditions set out in the Announcement and such other terms as the Bidder and the Target may agree in writing (save in the case of an improvement to the terms of the Acquisition, which will be at the absolute discretion of the Bidder) and, to the extent required, the Panel may approve.
3.2 The Bidder undertakes to the Target to use reasonable endeavours to implement the Acquisition and, without prejudice to the generality of the foregoing:
(A) as promptly as practicable in the circumstances and, in any event, within any relevant time limit make all such notifications to, or filings with, all appropriate Relevant Authorities, jointly with the Target or separately (as appropriate), as are necessary or expedient for the implementation of the Acquisition and/or satisfaction of the relevant Conditions;
(B) to provide the Target with drafts of all such notifications or filings sufficiently in advance of their submission to allow the Target to review such drafts and the Bidder shall take reasonable comments made by the Target into account in the final notifications and filings, as appropriate in the circumstances;
(C) to provide as promptly as practicable and, as may be appropriate in the circumstances, in consultation with the Target, such information and assistance as may be reasonably requested by a Relevant Authority;
(D) as promptly as practicable to notify the Target of, and provide copies of, any material communications with a Relevant Authority in connection with the satisfaction of the Conditions and the implementation of the Acquisition;
(E) to take such other measures as are necessary or desirable to ensure that the implementation of the Acquisition does not breach any applicable laws or regulations;
(F) where permitted by the Relevant Authority concerned, and to the extent appropriate in the circumstances, to permit persons nominated by the Target to attend meetings and participate in telephone conversations (in each case, in whole or in part) (and make oral submissions in such meetings and telephone calls) between the Bidder and any Relevant Authority that relate to the Acquisition; and
(G) to keep the Target informed reasonably promptly of any developments which are material or potentially material to the obtaining of, or compliance with, such statutory or regulatory clearances by the date of the Scheme Court Hearing, or which would otherwise materially affect the implementation of th...
TERMS AND CONDITIONS OF THE ACQUISITION. The Acquisition is subject to the following terms and conditions:
a. ACC and Company shall have received all permits, authorizations, regulatory approvals and third party consents necessary, and all applicable legal requirements shall have been satisfied.
b. A definitive agreement satisfactory to ACC and Company shall be executed as soon as practicable, and shall contain terms, conditions, representations, warranties and covenants normal and appropriate for a transaction of the type contemplated, including, without limitation, those summarized in this LOI. Representations and warranties will survive consummation of the transaction, unless otherwise agreed to in the definitive agreement. The definite agreement will be prepared immediately and will be executed by August 31, 1997.
c. Pending the closing, each party and their agents, attorneys and representatives shall have full and free access to the properties, books and records or the other party (the confidentiality of which the party to whom disclosed agree to retain) for purposes of conducting investigations with copies of articles of incorporation, bylaws, minute book, business plans and shareholder list and other documents requested of each of ACC and Company.
d. The substance of any public announcement with respect to the Acquisition, other than notices required by law, shall be approved in advance by all parties.
e. Concurrently with the closing of the Acquisition, the Company will change its name to one chosen by ACC management. Company represents that its shareholders have already approved a name change.
f. Concurrently with the closing of the Acquisition, the Company Board of Directors will be reconstituted to be comprised of persons nominated by the management of ACC.
g. Pending the closing of the Acquisition, ACC shall refrain from any discussions with other parties regarding the sale of ACC shares or assets.
TERMS AND CONDITIONS OF THE ACQUISITION. Consummation of the Acquisition will be subject to the following terms and conditions:
(a) A definitive agreement (the "Definitive Agreement") satisfactory to the Company and Seller and Seller's shareholders shall be executed by Company, Seller and all of Seller's shareholders as soon as practicable. The Definitive Agreement shall contain terms, conditions, representations and warranties, covenants and legal opinions normal and appropriate for a transaction of the type contemplated, including, without limitation, those summarized in this LOI;
(b) As soon as practicable, the financial statements of Seller for the last fiscal year shall be prepared in accordance with generally accepted accounting principles (GAAP) and shall be audited by an independent accounting firm acceptable to the Company.
(c) Upon signing the Definitive Agreement, the Company shall prepare and file with the SEC all appropriate documents including, but not limited to, 8K and 13D of the Securities Act of 1933. The filings will include, as necessary, description of Seller's business and Seller's audited and interim unaudited financial statements prepared in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission ("SEC"). Seller shall provide such financial statements and information and any additional information the Company may require for inclusion in its filings.
(d) Each party and its agents, attorneys and representatives shall have full and free access to the properties, books and records of the other party (the confidentiality of which the investigating party agrees to retain) for purposes of conducting investigations of the other party;
(e) The Company and Seller shall have received all permits, authorizations, regulatory approvals and third party consents necessary for the consummation of the Acquisition and all applicable legal requirements shall have been satisfied;
(f) All of the officers and directors of the Company shall have resigned as of the date of closing of the Acquisition and new officers and directors selected by Seller shall have been elected to succeed them ("New Officer and New Directors"). The Company reserves the right to appoint two (2) individuals to the Board of Directors in a non-executive role.
(g) It is hereby agreed that New Officers and New Directors shall receive management contracts that shall include bonuses and stock incentives based upon performance and milestones. Stock options are not to exceed 15% of the...
TERMS AND CONDITIONS OF THE ACQUISITION. 4.1 Wescoal Mining entered into an agreement to purchase the Mining Right from the Seller for a cash payment of R7. 98 million inclusive of VAT.
4.2 The acquisition is subject to the fulfilment of inter alia the following conditions precedent :
4.2.1 by no later than 30 September 2014, the approval of the Environmental Management Programme by the Minister and the execution of the Notarial Contract pertaining thereto; and
4.2.2 by no later than 31 October 2014, the approval by the Minister of the unconditional transfer of the Mining Right by Mintirho to Wescoal Mining.
TERMS AND CONDITIONS OF THE ACQUISITION. The issued share capital of Centlube Holdings is held as to 50% by Xxxxxxxxxx 1320 Proprietary Limited (“Friedshelf”) and as to 50% by the Hinckley Trust. Friedshelf’s sole asset is its 50% shareholding in Centlube Holdings and it has no material liabilities. Austro has agreed to purchase, with effect from 1 March 2014, an effective 100% shareholding in Centlube Holdings, through the acquisition by Austro of: - the entire issued share capital of Friedshelf from the Friedshelf shareholders, namely Ricophase, Sadiki, Tebogo and Xxxxxx (collectively the “Friedshelf shareholders”) and the Friedshelf shareholders’ claims against Centlube Holdings for an aggregate purchase consideration, subject to any additional amount as detailed below, of R32 million, R6 280 003 of which will be payable in cash and R25 719 997 of which will be payable by the allotment and issue of 17 737 929 Austro shares at an issue price of R1.45 per share. The purchase consideration for the Ricophase interest in Xxxxxxxxxx and claims against Centlube Holdings will be settled entirely with Austro shares; and (collectively the “acquisition”). The acquisition consideration will be increased by R16 million (the “additional payment”) from R64 million to R80 million if on or before 31 December 2015 the Centlube group is appointed by a certain global oil major and significant player in the lubricants industry as a distributor. The additional payment (which shall become payable within 10 days of the execution of the relevant distribution agreement or the acquisition agreement becoming unconditional, whichever is the later) shall be discharged by Austro as follows: - R8 million will be payable to the Friedshelf shareholders either in cash or by the allotment and issue of Austro shares valued at a price equal to a 5% discount to the 30 day volume weighted average traded price of Austro shares prior to the allotment and issue of Austro shares (at the election of Austro); and - R8 million will be payable to the Hinckley Trust in cash. The acquisition remains conditional upon: - Austro being satisfied with the outcome of its due diligence investigation in respect of the Centlube group; - Competition Authority approval; - the finalisation and delivery to Austro of the Centlube group’s audited financial statements for the year ended 28 February 2014; - the acquisition being approved by the requisite majority of Austro shareholders, as required in terms of the JSE Listings Requirements; - the extension of...
TERMS AND CONDITIONS OF THE ACQUISITION. The closing of the Acquisition will be subject to the following terms and conditions:
a. Purchaser and the Seller shall have received all permits, authorizations, regulatory approvals and third-party consents necessary for the consummation of the Acquisition, and all applicable legal requirements shall have been satisfied.
b. A definitive agreement satisfactory to Purchaser and Seller shall be executed as soon as practicable, and shall contain terms, conditions, representations, warranties and covenants normal and appropriate for a transaction of the type contemplated, including, without limitation, those summarized in this LOI. Representations and warranties will survive consummation of the transaction, unless otherwise agreed to in the definitive agreement.
c. Pending the closing, Purchaser and its agents, attorneys and representatives shall have full and free access to the properties, books and records of the Seller (the confidentiality of which the Purchaser agrees to retain) for purposes of conducting its due diligence and investigations, along with copies of articles of incorporation, bylaws, minute book and shareholder/member list and other documents that may be requested of the Seller.
TERMS AND CONDITIONS OF THE ACQUISITION. 3.1 ACTIONS TO BE TAKEN BEFORE COMPLETION DATE
TERMS AND CONDITIONS OF THE ACQUISITION. Forgiveness of Promissory Note
TERMS AND CONDITIONS OF THE ACQUISITION
