TERMS AND CONDITIONS OF THE ACQUISITION Sample Clauses

TERMS AND CONDITIONS OF THE ACQUISITION. Acquisition of Assets
Sample 1Sample 2
AutoNDA by SimpleDocs
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.
Sample 1
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.
Sample 1
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...
Sample 1
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...
Sample 1
TERMS AND CONDITIONS OF THE ACQUISITION. Forgiveness of Promissory Note
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
TERMS AND CONDITIONS OF THE ACQUISITION. 3.1 ACTIONS TO BE TAKEN BEFORE COMPLETION DATE
Sample 1
TERMS AND CONDITIONS OF THE ACQUISITION 
Sample 1Sample 2Sample 3See All (4)

Related to TERMS AND CONDITIONS OF THE ACQUISITION

  • Terms and Conditions of the Offer Provided that this Agreement shall not have been terminated pursuant to Article X and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A shall have occurred and be existing (and shall not have been waived by Parent), as promptly as practicable after the date hereof (but in no event more than ten Business Days thereafter), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any and all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(c), equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement and in Annex A. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer shall be subject only to: (i) the condition (the “Minimum Condition”) that, prior to the expiration of the Offer, there be validly tendered and not withdrawn in accordance with the terms of the Offer a number of Company Shares that, together with the Company Shares then owned by Parent and Acquisition Sub (if any), represents at least a majority of all then outstanding Company Shares on a fully diluted basis, assuming the issuance of all Company Shares that may be issued upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights that are then, or then scheduled to become, exercisable within ninety (90) days following the then scheduled expiration of the Offer in accordance with the terms and conditions thereof (other than the Top-Up Option); and (ii) the other conditions set forth in Annex A.

  • Representations of the Acquired Funds In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 6.1 All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date a certificate executed in its name by the Successor Company’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreement.

  • Terms and Conditions of Use NASCAR shall have the right to use and sublicense PROMOTER’s Marks in connection with publicity, promotion or advertising of the Event and the NASCAR Sprint Cup Series, and the exploitation of Live Broadcast Rights and Ancillary Rights, provided, however, that NASCAR shall not, without the prior written consent of PROMOTER, use or sublicense the use of PROMOTER’s Marks on the branding of any retail package product, unless otherwise expressly permitted in this Agreement.

  • TERMS AND CONDITIONS OF OFFER This is an offer to purchase the Property in accordance with the above-stated terms and conditions of this Agreement. If at least one, but not all, of the Parties initial such pages, a counteroffer is required until an agreement is reached. The Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of acceptance. If this offer is accepted and the Buyer subsequently defaults, the Buyer may be responsible for payment of licensed real estate agent(s) compensation. This Agreement and any supplement, addendum, or modification, including any copy, may be signed in two or more counterparts, all of which shall constitute one and the same writing.

  • Terms and Conditions of Sale This Price List supersedes all previous price lists.

  • Terms and Conditions of this Agreement 1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. 2. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL included therein), and (b) those substances created through the use of the MATERIAL or MODIFICATIONS, but which are not PROGENY, UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2 (a) or 2 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership may be negotiated. 3. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL: (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER; (c) is to be used only at the RECIPIENT organization and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the RECIPIENT organization without the prior written consent of the PROVIDER. 4. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER any request for the MATERIAL from anyone other than those persons working under the [[Page 12774]] RECIPIENT SCIENTIST's direct supervision. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agrees to make the MATERIAL available, under a separate implementing letter to this Agreement or other agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at NONPROFIT ORGANIZATION(S)) who wish to replicate the RECIPIENT SCIENTIST's research; provided that such other scientists reimburse the PROVIDER for any costs relating to the preparation and distribution of the MATERIAL. (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS. (b) Under a separate implementing letter to this Agreement (or an agreement at least as protective of the PROVIDER's rights), the RECIPIENT may distribute MODIFICATIONS to NONPROFIT ORGANIZATION(S) for research and teaching purposes only. (c) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may require a commercial license from the PROVIDER and the PROVIDER has no obligation to grant a commercial license to its ownership interest in the MATERIAL incorporated in the MODIFICATIONS. Nothing in this paragraph, however, shall prevent the RECIPIENT from granting commercial licenses under the RECIPIENT's intellectual property rights claiming such MODIFICATIONS, or methods of their manufacture or their use. 6. The RECIPIENT acknowledges that the MATERIAL is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDER, including any altered forms of the MATERIAL made by the PROVIDER. In particular, no express or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or any related patents of the PROVIDER for COMMERCIAL PURPOSES. 7. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees, in advance of such use, to negotiate in good faith with the PROVIDER to establish the terms of a commercial license. It is understood by the RECIPIENT that the PROVIDER shall have no obligation to grant such a license to the RECIPIENT, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the MATERIAL to any third party(ies), subject to any pre-existing rights held by others and obligations to the Federal Government. 8. The RECIPIENT is free to file patent application(s) claiming inventions made by the RECIPIENT through the use of the MATERIAL but agrees to notify the PROVIDER upon filing a patent application claiming MODIFICATIONS or method(s) of manufacture or use(s) of the MATERIAL. 9. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. 10. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MATERIAL. The PROVIDER will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDER. 11. This agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS. The RECIPIENT SCIENTIST agrees to provide appropriate acknowledgement of the source of the MATERIAL in all publications. 12. The RECIPIENT agrees to use the MATERIAL in compliance with all applicaple statutes and regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) when the MATERIAL becomes generally available from third parties, for example, though reagent catalogs or public depositories or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in an implementing letter, provided that: (i) if termination should occur under 13(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available resources; and (ii) if termination should occur under 13(b) or (d) above, the RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS; (iii) in the event the PROVIDER terminates this Agreement under 13(c) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the PROVIDER will defer the effective date of termination for a period of up to one year, upon request from the RECIPIENT, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS. 14. Paragraphs 6, 9, and 10 shall survive termination. 15. The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested by the PROVIDER, the amount will be indicated in an implementing letter.

  • TERMS AND CONDITIONS OF AGREEMENT INSURANCE REQUIREMENTS: During the term of this Agreement, consultant/contractor shall maintain insurance documentation per the limits and requirements outlined:

  • REPRESENTATIONS OF THE ACQUIRING FUND The Corporation, on behalf of the Acquiring Fund, represents and warrants to the Trust, on behalf of the Acquired Fund, as follows: a) The Acquiring Fund is a legally designated, separate series of a corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland. b) The Corporation is registered as an open-end management investment company under the 1940 Act, and the Trust's registration with the Commission as an investment company under the 1940 Act is in full force and effect. c) The current prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not, result in a violation of the Corporation's Articles of Incorporation or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. e) Except as otherwise disclosed in writing to and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. f) The financial statements of the Acquiring Fund as of April 30, 2003 and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Acquired Funds) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. g) The unaudited financial statements of the Acquiring Fund as of October 31, 2003, and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. h) Since the date of the financial statements referred to in paragraph (g) above, there have been no material adverse changes in the Acquiring Fund's financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. For the purposes of this paragraph (h), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. i) All federal and other tax returns and reports of the Acquiring Fund required by law to be filed, have been filed. All federal and other taxes shown due on such returns and reports have been paid or provision shall have been made for their payment. To the best of the Acquiring Fund's knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns.

  • TERMS AND CONDITIONS OF THE NOTES The Notes shall be governed by all the terms and conditions of the Indenture, as supplemented by this First Supplemental Indenture. In particular, the following provisions shall be terms of the Notes:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!