The Acquisition Clause Samples

The Acquisition. At the Closing (as defined below), each Stockholder shall sell to Group 1 and Group 1 shall purchase from each Stockholder that number of shares of common stock, par value $1.00 per share of the Company ("Company Common Stock") as set forth opposite their respective names in Schedule II hereto in exchange for that number of shares of common stock, par value $.01 per share of Group 1 ("Group 1 Common Stock") set forth opposite their respective names in Schedule II hereto (as may be appropriately adjusted for stock splits, reverse stock splits and/or stock dividends). In the event that the Board of Directors of Group 1 approves a reverse stock split upon the recommendation of the Representatives of the Underwriters in connection with the IPO, the number of shares of Group 1 Common Stock to be received by the shareholders of the Founding Companies shall be decreased proportionately as a result of the reverse stock split; provided, however, that in the event that the number of shares of Group 1 Common Stock resulting from the reverse stock split recommended by the Representatives of the Underwriters is less than the number of shares resulting from a 4.444 for 5 reverse stock split, a 4.444 for 5 reverse stock split shall be implemented and the number of shares of Group 1 Common Stock resulting from such 4.444 for 5 reverse stock split to be received by the shareholders of the Founding Companies shall be further decreased proportionately to the number of shares that would have been issued to the shareholders of the Founding Companies had the reverse stock split recommended by the Representatives of the Underwriters been implemented. If the number of shares of Group 1 Common Stock received by a Stockholder pursuant to this Agreement includes a fractional share as a result of a reverse stock split affecting the Group 1 Common Stock, such fractional share shall be rounded up to the nearest whole share of Group 1 Common Stock.

The Acquisition. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following: (a) The Top Favour Shareholders will each sell, convey, assign, transfer and deliver to Ableauctions certificates representing the Top Favour Equity Interest held by each Top Favour Shareholder as set forth in Column II of Annex I hereto, which in the aggregate shall constitute 100% of the issued and outstanding equity interests of Top Favour, accompanied by a properly executed and authenticated stock power or instrument of like tenor. (b) As consideration for the acquisition of the Top Favour Equity Interests, Ableauctions will issue to each Top Favour Shareholder, in exchange for such Top Favour Shareholder’s portion of the Top Favour Equity Interests, the number of shares of Common Stock such that such Top Favour Shareholders holds a percentage of the outstanding Common Stock on a fully-diluted basis immediately after the Closing set forth opposite such party’s name in Column III on Annex I attached hereto (collectively, the “Ableauctions Shares”). The Ableauctions Shares to be issued shall equal approximately 97% of the outstanding shares of Ableauctions’ common stock at the time of Closing. For example, if there are at least 100.0 million shares of Ableauctions common stock authorized and 3.0 million shares of Ableauctions’ common stock outstanding immediately prior to the Closing, then there shall be 97.0 million shares of Ableauctions’ common stock issued to the Top Favour Shareholders at Closing.

The Acquisition. Subject to the terms and conditions set forth in this Agreement and in reliance on the representations, warranties, covenants and conditions herein contained, the Seller hereby agrees to sell, assign and deliver to Purchaser the Shares in exchange for the Acquisition Securities on the Closing Date as set forth on Exhibit D and to transfer to Purchaser on the Closing Date a undivided interest in and to the Shares free from all liens, mortgages, charges, pledges, encumbrances or other burdens (other than those that may arise under federal or state securities laws restricting the right to sell or transfer the Shares) with all rights now or thereafter attached thereto.

The Acquisition. (a) The Borrower shall not permit Bidco (without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition of the Offer, the Private Sale or the Private Convertible Bonds Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFin, or (B) any term of the Purchase Agreement or the Convertible Bonds Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), permit (i) the consideration to be paid to the shareholders of the Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds under the Convertible Bonds Purchase Agreement to exceed, on a price or value per bond basis, the Maximum Convertible Bonds Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to take any action to declare a special dividend of the Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) Except as required by law or regulation, the Borrower shall not, and not permit Bidco nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Acquisition. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), FTA and the FTA Shareholder shall accept the Acquisition Offer described herein and shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the shares of FTA set forth herein, in the aggregate constituting no less than Seventy Percent (70%) of the issued and outstanding shares of FTA to the Company at the Closing representing 7,000 shares. (b) The Company shall accept the Acquisition Offer, and shall, on the terms and conditions set forth in this Agreement, compensate the FTA Shareholder according to Appendix I of this Agreement (the “Compensation”) which shall include certain shares of the Company (the “Shares”) in consideration for 7,000 FTA shares, which represents Seventy Percent (70%) of the ownership interest in FTA.

The Acquisition. Enter into and complete the Acquisition, within five (5) Business Days of the Closing Date, subject to the following conditions: (a) The Acquisition will be consummated in accordance with the Acquisition Agreement and applicable Law. (b) The Acquisition Agreement shall be in full force and effect. (c) The Acquisition shall be consummated in accordance with the terms of the Acquisition Agreement, without any waiver or amendment not consented to by the Lenders of any material term, provision or condition set forth therein, and in compliance with all applicable requirements of Law, and the Borrower shall provide to the Administrative Agent before the close of business on the closing date of the Acquisition: (1) a signed and dated, filed copy of the Articles of Arrangement duly filed with the Registrar of Corporations of the Province of Alberta together with Proof of Filing from the Registrar of Corporations of the Province of Alberta of the Arrangement pursuant to which all of the outstanding capital stock of the Target Company shall have been acquired by Clean Harbors Industrial Services Canada, Inc. (“Acquireco”), which is a wholly owned indirect Subsidiary of the Borrower organized under the laws of Alberta for purposes of the Acquisition; and (2) a certified copy of the Certificate and Articles of Amalgamation from the Registrar of Corporations of the Province of Alberta of the amalgamation of the Target Company and Acquireco, with the name of the amalgamated company to be the same as that of Acquireco. (d) The Administrative Agent shall be satisfied with the Borrower’s corporate, capital and ownership structure after giving effect to the Acquisition. (e) All applicable waiting periods in connection with the Acquisition have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (f) The Administrative Agent’s receipt of a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation of the Acquisition (including, governmental, shareholder and third party consents such as clearance under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Act) and the execution, delivery and performance by...

The Acquisition. At the Closing (as defined in Section 1.4 hereof) and --------------- subject to and upon the terms and conditions of this Agreement and the applicable provisions of the B.C. Company Act, the Company shall become a wholly-owned subsidiary of Acquisition Sub pursuant to the following transactions: (a) Acquisition Sub shall acquire (i) pursuant to this Agreement, all of the issued and outstanding Company Shares held by the Principals and (ii) pursuant to stock purchase agreements (each, a "Stock ----- Purchase Agreement" and collectively, the "Stock Purchase Agreements") by and ------------------ ------------------------- among Parent, Acquisition Sub, CDN2 and each individual holder of Company Shares other than the Principals (each, a "Holder" and collectively, the "Holders"), ------ ------- all of the issued and outstanding Company Shares held by the Holders; provided, however, that in the event Principals or Holders holding less than 10% of the outstanding Company Shares, do not deliver Stock Purchase Agreements, Acquisition Sub will pursue a "squeeze-out merger" so that Company will be a wholly-owned subsidiary of Acquisition Sub. The Stock Purchase Agreements shall be substantially in the form set out on Exhibit 1 hereto. --------- (b) In consideration for the Company Shares, each Principal and each Holder (collectively, the "Company Shareholders") shall receive in exchange -------------------- for their Company Shares (w) that amount of cash equal to the product of the Common Cash Amount multiplied by the number of Company Shares held by such Company Shareholder on the Closing Date, plus (x) at the option of each Company Shareholder, that number of Exchangeable Shares or shares of Parent Common Stock, or a combination of the two, rounded down to the nearest whole number, equal to the product of the Exchange Ratio multiplied by the number of Company Shares held by such Company Shareholder on the Closing Date, plus (y) that amount of cash equal to the product of the Closing Price multiplied by the number of fractional shares of Parent Common Stock that such Company Shareholder would have been entitled to receive pursuant to (x) if the number of shares had not been rounded down to the nearest whole number. (c) A portion of the shares of Parent Common Stock or Exchangeable Shares to be issued, as the case may be, and the cash to be paid, to each Company Shareholder in consideration for their Company Shares shall be deposited into an escrow fund (the "Escro...

The Acquisition. 1.1 At the Closing, one (1) common share of WISE TARGET, which represents 100% of the outstanding shares of WISE TARGET, and one (1) share of AMBER LINK, which represents 100% outstanding shares of AMBER LINK, shall be acquired by TBAY in exchange for up to 18,550,000 restricted common shares of TBAY (the “Shares”). The Shares of WISE TARGET and AMBER LINK to be exchanged and the Shares of TBAY to be issued in this transaction shall be exchanged and issued as set forth in Exhibit A to this Agreement which number of Shares are incorporated herein by reference. 1.2 At the Closing, the WISE TARGET and AMBER LINK shareholders listed in Exhibit A will deliver certificates for the shares of WISE TARGET and AMBER LINK listed in Exhibit A, duly endorsed so as to make TBAY the sole holder thereof, free and clear of all claims and encumbrances and TBAY shall deliver a transmittal letter directed to the transfer agent of TBAY directing the issuance of the Shares to the shareholders of WISE TARGET and AMBER LINK as set forth on Exhibit A of this Agreement. 1.3 Following the reorganization there will be a total of 30,079,549 common shares, $.001 par value, issued and outstanding in TBAY and no preferred shares will be issued and outstanding. 1.4 Following the reorganization, WISE TARGET and AMBER LINK will be wholly owned (100%) subsidiaries of TBAY, and will in aggregate hold 95% shareholding in SUNPLUS.

The Acquisition. 2.01 At the Effective Date, and upon and subject to the terms and conditions of this Agreement, the parties mutually covenant and agree as follows: (a) AVL shall sell, convey and assign to Purchaser all right, title and interest of AVL in and to the Purchased Assets free and clear of all liens, pledges, security interests, charges, restrictions or encumbrances of any nature whatsoever, except for those described in Schedule "H" annexed hereto; and (b) Purchaser shall purchase and accept the Purchased Assets from AVL and assume the Assumed Contracts in exchange for the consideration described in Article 3.00. 2.02 On the Effective Date, Purchaser shall assume all of the obligations and liabilities first arising or occurring under the Assumed Contracts after the Closing Date. Except for these obligations, the Purchaser shall not assume or be deemed to have assumed any liability or obligation of AVL whatsoever. 2.03 AVL does not agree to sell or assign, and Purchaser does not agree to purchase or assume, any assets, liabilities and obligations not described in paragraphs 2.01 or 2.02 of this Agreement. Without limiting the foregoing and notwithstanding anything to the contrary set forth herein, Purchaser shall not purchase or assume any of the following: (a) AVL's cash in hand or in banks and other readily liquid working capital as of the close of business on the Effective Date, including AVL's accounts and other receivables, money market certificates, stocks, bonds, and AVL's automobiles and other vehicles; (b) AVL's claims, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights or recoupment (including any such right relating to the payment of Taxes) except those relating to the Purchased Assets or the Business arising after the Effective Date; (c) (i) any contract, lease or other obligation that relates to the Purchased Assets or the Business and is not otherwise assigned to Purchaser under this Agreement or (ii) any contract, lease or other obligation whatsoever not relating to the Purchased Assets or the Business; (d) (i) AVL's corporate charter, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of AVL as a corporation or (ii) any of the rights of AVL under this Agreement; (e) any duty or liability of any type whatsoever with respect to any employee or to any pension or profit s...