The Acquisition Sample Clauses

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. Subject to the terms and conditions set forth in this Agreement and in reliance on the representations, warranties, covenants and conditions herein contained, the Sellers hereby agree to sell, assign and deliver to Purchaser the Shares in exchange for the Acquisition Shares on the Closing Date and to transfer to Purchaser on the Closing Date a 100% 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. 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. 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 Xxxx-Xxxxx Xxxxxx Act) and the execution, delivery and performance by...

The Acquisition. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, MDM shall sell, transfer, convey, and assign to Muex, xy instruments satisfactory in form and substance to Muex xxd its counsel, and subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the consideration. MDM represents that the assets included on Exhibit A hereto are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights of MDM so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. Neither Muex xxr any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of MDM other than those expressly identified on Exhibit C and accepted by Muex xx this Section 2.1.

The Acquisition. 1.01 At the Effective Time (as defined in Section 2.01), subject to the terms and conditions herein, each share of AWI Common Stock issued and outstanding immediately prior to the Effective Time shall be acquired by SSI in exchange for 40,000,000 fully paid and nonassessable restricted shares of SSI Common Stock (the “SSI Shares”) (the exchange of all shares of AWI Common Stock for SSI Shares shall constitute the “Exchange”). The SSI Shares shall be issued as set forth in Exhibit A to this Agreement. 1.02 As of the Effective Time, each outstanding stock certificate that immediately prior to the Effective Time represented shares of AWI Common Stock shall be deemed for all purposes to evidence ownership and to represent the number of shares of SSI Common Stock for which such shares of AWI Common Stock have been exchanged pursuant to Section 1.01. The record holder of each outstanding certificate representing shares of AWI Common Stock shall, after the Effective Time, be entitled to vote the shares of SSI Common Stock for which such shares of AWI Common Stock have been exchanged on any matters on which the holders of SSI Common Stock are entitled to vote. After the Effective Time, the holders of certificates evidencing outstanding shares of AWI Common Stock immediately prior to the Effective Time shall deliver such certificates of AWI Common Stock, duly endorsed so as to make SSI the sole holder thereof, free and clear of all claims, and encumbrances and SSI shall deliver a transmittal letter directed to the transfer agent of SSI directing the issuance of the SSI Shares to the shareholders of AWI as set forth on Exhibit A of this Agreement. Any shares of SSI Common stock issued pursuant to this Agreement will not be transferable except (a) pursuant to an effective registration statement under the Securities Act or (b) upon receipt by SSI of a written opinion of counsel for the holder reasonably satisfactory to SSI to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and relevant state securities laws. Restrictive legends shall be placed on all certificates representing SSI Common stock issued pursuant to this Agreement as set forth in Section 11.02. In the event any certificate for AWI Common Stock has been lost, stolen or destroyed, SSI shall issue and pay in exchange for such lost, stolen or destroyed certificate, promptly following its receipt of an affidavit of that fact by the ho...

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. 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. 1.1 The Shareholders hereby sell, and TURINCO hereby purchases, 4,500,000 common shares of ARVANA, which represents 100% of the outstanding shares of ARVANA, in exchange for 4,500,000 restricted common shares of TURINCO (the “Shares”). The Shares of ARVANA exchanged and the Shares of TURINCO 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 Concurrent with the execution of this Agreement, the ARVANA shareholders listed in Exhibit A will deliver a deed of transfer for the shares of ARVANA listed in Exhibit A, duly endorsed so as to make TURINCO the sole holder thereof, and TURINCO shall issue a letter to the transfer agent of TURINCO with a copy of the resolution of the Board of Directors of TURINCO authorizing and directing the issuance of TURINCO shares as set forth on Exhibit A to this Agreement. 1.3 Each Shareholder confirms that they are transferring their shares of ARVANA to TURINCO, free and clear of all claims and encumbrances. 1.4 Following the issuance of TURINCO shares to the Shareholders, there will be a total of 13,786,000 common shares, $.001 par value, issued and outstanding in TURINCO and no preferred shares will be issued and outstanding, and ARVANA will be a wholly owned subsidiary of TURINCO. 1.5 Due to the fact that ARVANA will receive shares of TURINCO common stock in connection with the acquisition which have not been registered under the 1933 Act by virtue of the exemption provided in Section 4(2) of such Act, those shares of TURINCO will contain the following legend: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be sold or offered for sale in the absence of an effective Registration Statement for the shares under the Securities Act of 1933, as amended, or an opinion of counsel to the Corporation that such registration is not required. 1.6 Each Shareholder confirms that they understand that the TURINCO shares are being issued in reliance on the exemption provided in Section 4(2) of the 1933 Act and confirms they will, within 30 days of the date of this Agreement, deliver an investment letter in substantially the form set out in Exhibit B. Until such time as the investment letter is delivered, TURINCO may retain the certificates for the shares issued to the Shareholder and may also cancel such share...

The Acquisition. Upon the terms and subject to the conditions of this Agreement, at the Closing, (a) the Equity Selling Entities shall sell to the Equity Buying Entities, and the Equity Buying Entities shall purchase from the Equity Selling Entities, the Acquired Equity Interests, with full title guarantee and together with all rights attached or accruing to such Acquired Equity Interests at the Closing (including the right to receive any dividend, distribution or return of capital declared, paid or made on or after the Closing), (b) Seller Parent shall cause the Asset Selling Entities to, sell, assign, transfer, convey and deliver to the Asset Buying Entities, and the Asset Buying Entities shall purchase and accept from the Asset Selling Entities, the Additional Transferred Assets, in each case, free and clear of any and all Liens, other than Permitted Liens and (c) the Asset Buying Entities shall assume the Assumed Liabilities and agree to pay, honor, discharge and perform such Assumed Liabilities when and to the extent due and payable (the transactions described in clauses (a), (b) and (c) of this Section 1.02, collectively, the “Acquisition”). The aggregate consideration payable in respect of the Acquisition shall be (x) the Estimated Closing Cash Consideration (payable as set forth in Section 1.04 and subject to adjustment as set forth in Section 1.05) and (y) the Contingent Additional Amount pursuant to the terms of, and subject to the conditions set forth in, the Contingent Additional Amount Agreement. Notwithstanding anything to the contrary herein, no Buyer Party or Asset Buying Entity is purchasing, pursuant to this Agreement or any other Transaction Document or any of the Transactions, Seller Parent’s or any of its Subsidiaries’ right, title or interest in, to or under any asset or property that is not a Transferred Asset or Acquired Equity Interest. Specifically, Seller Parent’s and its Subsidiaries’ right, title or interest in, to and under any Excluded Asset is not being conveyed to any Buyer Party or Asset Buying Entity. Notwithstanding anything to the contrary herein, none of the Buyer Parties, Asset Buying Entities or any Affiliate thereof shall assume or be obligated to pay, honor, discharge or perform any Business Retained Liability. Seller Parent and its Subsidiaries, as the case may be, will remain liable to pay, honor, discharge and perform the Business Retained Liabilities when and to the extent due and payable. The Buyer Parties shall not be obliged...