Common use of The Acquisition Clause in Contracts

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 such Loan Party and the validity against such Loan Party of the Acquisition Agreement to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required. (g) The Administrative Agent’s receipt of certified copies of each of the Related Documents, such Related Documents to be in form and substance satisfactory to the Administrative Agent, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request.

The Acquisition. Enter into and complete 1.1 Implementation Steps by the Acquisition, within five (5) Business Days Company. The Company covenants in favor of the Closing Date, subject to the following conditionsParent Companies that: (a) The Acquisition the Company will adopt or cause to be consummated adopted all directors' resolutions to be adopted by them which are necessary to approve the Continuance, the First Amalgamation, the Second Amalgamation (collectively, the "Amalgamations"), the Amalgamation Agreements in accordance with the Acquisition forms attached hereto as Exhibit 3 and Exhibit 4 (the "Amalgamation Agreements") and all other transactions contemplated by this Agreement, the Shareholder Implementation Agreement and applicable Law.the Amalgamation Agreements; (b) The Acquisition as soon as reasonably practicable after the execution and delivery of this Agreement, and in any event within 14 days thereafter, the Company will obtain the unanimous consent of the shareholders of the Company (including option holders, warrant holders and others with interests in Company Capital Stock), to the transactions contemplated by this Agreement shall be in full force and effect.the Amalgamation Agreements through the execution by each shareholder of the Shareholder Implementation Agreement, and upon due execution of the Shareholder Implementation Agreement by all such shareholders of the Company, so notify the Parent; (c) The Acquisition shall be consummated in connection with the execution of the Shareholder Implementation Agreement, and in accordance with applicable law and paragraph 1.1(d), the Company will cause any information required to complete the transactions contemplated hereby to be sent to each of the Company's shareholders; (d) the information submitted to the Company's shareholders in connection with the execution of the Shareholder Implementation Agreement will be delivered for review and approval by Parent and will include information regarding Parent, the terms of the Acquisition Amalgamations, the Amalgamation Agreements, the Reorganization and this Agreement and the unanimous recommendation of the Board of Directors of the Company to execute the Shareholder Implementation Agreement thereby approving the Continuance, the Amalgamations, the Amalgamation Agreements, the Reorganization and all other transactions contemplated by this Agreement and the Amalgamation Agreements; (e) subject to obtaining the unanimous execution by the shareholders of the Shareholder Implementation Agreement, without any waiver or amendment not consented the Company will deliver resolutions of the shareholders of the Company approving this Agreement, the Related Agreements and the transactions contemplated hereby and thereby including the Continuance, the Amalgamations and the Reorganization; (f) the Company and the US Sellers will apply for Section 116 clearance certificates from Revenue Canada; (g) subject to obtaining the unanimous execution by the Lenders shareholders of any material term, provision or condition set forth thereinthe Shareholder Implementation Agreement and shareholder approval of the Continuance, and a determination by Revenue Canada as to each of the Section 116 clearance certificates referred to in compliance with all applicable requirements of Law, subsection 1.1(f) above and the Borrower shall provide satisfaction or waiver (to the Administrative Agent before the close extent permitted) of business on the closing date each of the Acquisition: conditions to the Initial Closing contemplated by Section 6.1, the Company will apply immediately for a certificate of continuance (1the "Certificate of Continuance") a signed continuing the Company under the Nova Scotia Companies Act (the "Companies Act") and dated, filed copy obtain such Certificate of the Articles of Arrangement duly filed with the Registrar of Corporations of the Province of Alberta together with Proof of Filing Continuance 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 Joint Stock Companies under the laws of Alberta for purposes of Companies Act (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."Registrar"); (dh) The Administrative Agent shall be satisfied with in the Borrower’s corporateevent that Toucan Capital Corp. ("Toucan") does not receive a Section 116 clearance certificate from Revenue Canada reasonably satisfactory to Toucan that provides relief from Canadian withholding taxes and any applicable bonding, 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 restrainingpayment or other security obligations on Toucan or its members, 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 such Loan Party and the validity against such Loan Party of the Acquisition Agreement to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required. (g) The Administrative Agent’s receipt of certified copies of each of the Related Documents, such Related Documents other shareholders of the Company (other than Parent Companies if any of them is a shareholder) shall execute and deliver to be Toucan an escrow and stockholders indemnity agreement in form and substance satisfactory to Toucan (the Administrative Agent"Double Tax Indemnity Agreement"). (i) subject to the satisfaction and waiver of the conditions to the Initial Closing contemplated by Section 6.1, duly executed and subject to obtaining the Certificate of Continuance, and, if obtained, immediately thereafter, the Company will do all such things, provide all such documents and pay all such fees necessary to approve the Amalgamations, the Amalgamation Agreements and the transactions contemplated by this Agreement and the Amalgamation Agreements; (j) subject to obtaining the unanimous execution by the parties theretoshareholders of the Shareholder Implementation Agreement, the Company will apply to the appropriate Nova Scotia court under the Companies Act (the "Court") for an order approving the First Amalgamation ("First Approval Order"); (k) subject to obtaining the First Approval Order, the Company (or its successor East ULC) will file with the Registrar the First Amalgamation Agreement and the First Approval Order, together with proof of compliance with any terms and conditions that may have been imposed by the Court in the First Approval Order; and (l) subject to the completion of the First Amalgamation, the Company (or its successor East ULC) will jointly apply with Holding ULC and Amalgamation Sub to the Court for an order approving the Second Amalgamation (the "Second Approval Order"). 1.2 Implementation Steps by the Parent Companies. The Parent Companies covenant in favor of the Company that: (a) they will adopt or cause to be adopted all agreementsdirectors' resolutions to be adopted by them which are necessary to approve this Agreement, instruments the Related Agreements, the Amalgamations, the Amalgamation Agreements and other documents delivered the transactions contemplated by this Agreement and the Amalgamation Agreements; (b) Amalgamation Sub will cause to be adopted a shareholder resolution sufficient to approve the Second Amalgamation, the Second Amalgamation Agreement and the transactions contemplated by this Agreement and the Second Amalgamation Agreement, including the adoption of the Exchangeable Share Provisions; (c) subject to the approval by the shareholders of the Company of the Second Amalgamation and the Second Amalgamation Agreement by the execution of the Shareholder Implementation Agreement, Amalgamation Sub will jointly apply with the Company (or its successor East ULC) to the Court for the Second Approval Order; (d) subject to obtaining the Second Approval Order, the Parent Companies will file with the Registrar the Second Amalgamation Agreement and the Second Approval Order, together with proof of compliance with any terms and conditions that may have been imposed by the Court in connection therewith as the Administrative Agent shall requestSecond Approval Order.

The Acquisition. Enter into and complete The Acquisition; Certain Effects of the Acquisition 2.1 Subject to the terms and conditions hereof, within five (5) Business Days of on the Closing Date, subject Cornerworld and Leadstream will execute or cause to be executed the following conditions:Certificate of Merger and Cornerworld will file the Certificate of Merger with the Secretary of State of the State of Texas. (a) 2.2 The Acquisition will be consummated effective at the time specified in the Certificate of Merger or, if the Certificate of Merger does not specify another time, the time the Certificate of Merger is filed with the Secretary of State of the State of Texas (the “Effective Time”). 2.3 At and as of the Effective Time: (a) Leadstream will merge with and into Leadstream Acquisition Sub in accordance with the Acquisition Agreement applicable provisions of the TBOC and applicable Law. the TMCLA; (b) The Acquisition Agreement shall be in full force and effect. Leadstream will cease to exist as a separate legal entity; (c) Leadstream Acquisition Sub will be the Surviving Company and, as such, will, all with the effect the TBOC and the TMCLA provide, (i) acquire all right, title and interest in and to all real estate and other property of Leadstream and Leadstream Acquisition Sub, and (ii) be responsible for all liabilities and obligations of Leadstream and Leadstream Acquisition Sub; (d) the certificate of formation of Leadstream Acquisition Sub will be the certificate of formation of the Surviving Company; and (e) the limited liability company agreement of Leadstream Acquisition Sub will be the limited liability company agreement of the Surviving Company. 2.4 Subject to the provisions of applicable law related to appraisal rights, as of the Effective Time, as a result of the Acquisition and without any action on the part of the holders of the applicable membership interests, the Leadstream Membership Interests issued and outstanding immediately prior to the Effective Time will (i) convert into the right to receive from Cornerworld, on a pro rata basis, (A) the Acquisition Shares and (B) the Acquisition Notes, (ii) cease to be outstanding and to exist and (iii) be canceled and retired. Following the Acquisition, the Surviving Company will continue to be a wholly-owned subsidiary of Cornerworld. The Acquisition Shares shall be consummated distributed on the Closing Date in accordance with Exhibit “A”; the terms Acquisition Shares to be subject to a leakout provision. It is understood that the Acquisition Shares will be restricted securities, as defined under the U.S. securities laws. Accordingly, such shares may be sold only in accordance with Rule 144 or other applicable exemptions. In addition, the Leadstream Members will agree that during the two-year period following the Closing, they will not sell Acquisition Shares in the aggregate in excess of 1% of Cornerworld’s outstanding shares (i.e. each Leadstream Member will be entitled to sell up to its pro rata portion of such aggregate 1%). Additionally, the Acquisition Shares shall be subject to potential restrictions imposed by an investment banker in connection with an offering of securities. In the event a placement agent advises Cornerworld that to assure the success of an offering a temporary suspension for the sales of the Acquisition Agreement, without any waiver or amendment Shares is advised then the Leadstream Members will agree not consented to by sell such shares during such period which can be up to six months after 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 Acquirecooffering. (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 such Loan Party and the validity against such Loan Party of the Acquisition Agreement to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required. (g) The Administrative Agent’s receipt of certified copies of each of the Related Documents, such Related Documents to be in form and substance satisfactory to the Administrative Agent, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request.

The Acquisition. Enter into (a) Subject to the other terms and complete conditions of this Agreement, the Acquisition shall be consummated at the sole discretion of Acquiror pursuant to an asset purchase agreement, merger agreement or stock purchase agreement in form and substance reasonably acceptable to each of Acquiror, CDI and ASC Israel ("Purchase Agreement"), which Purchase Agreement shall contain, in substance, the same representations, warranties, covenants and indemnification obligations set forth in Article 4 of the Merger Agreement as if such representations and warranties were made by CDI. (b) Acquiror may exercise the Option delivering to CDI of a written notice of such election (an "Acquisition Election Notice") in the form attached hereto as Exhibit A. The Acquisition Election Notice shall set forth the proposed closing date of the Acquisition. Within five (5) business days after receipt of the Acquisition Election Notice, CDI shall deliver to Acquiror the Purchase Agreement executed by appropriate officers/partners of CDI. The Acquiror shall, within five (5) Business Days business days after receipt from the CDI of the Closing Dateexecuted Purchase Agreement, subject execute and deliver to the following conditions: (a) The Acquisition will be consummated in accordance with CDI the Acquisition Purchase Agreement and applicable Law. (b) The Acquisition Agreement shall be in full force and effectexecuted by the appropriate officers/partners of Acquiror. (c) The Acquisition shall be consummated in accordance with the terms After execution and delivery of the Acquisition Election Notice and the Purchase Agreement, without any waiver or amendment not consented upon the terms hereof and thereof and subject to by the Lenders of any material term, provision or condition conditions set forth therein, and the Closing on the Acquisition shall occur as provided in compliance with all applicable requirements the Purchase Agreement. In the event of Law, any conflict or inconsistency between the Option Agreement and the Borrower executed Purchase Agreement, the Purchase Agreement shall provide to the Administrative Agent before the close of business on the closing date of the Acquisition: (1) a signed govern 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 Acquirecocontrol. (d) The Administrative Agent shall be satisfied with the Borrower’s corporate, capital and ownership structure after giving effect Notwithstanding anything to the Acquisition. contrary in this Agreement, (ex) All applicable waiting periods in connection with none of the parties hereto shall have any obligation to consummate the Acquisition have expired without unless and until Acquiror delivers an Acquisition Election Notice and (y) Acquiror is under no obligation to deliver any action having been taken by Acquisition Election Notice at 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 themtime. (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 such Loan Party and the validity against such Loan Party of the Acquisition Agreement to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required. (g) The Administrative Agent’s receipt of certified copies of each of the Related Documents, such Related Documents to be in form and substance satisfactory to the Administrative Agent, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request.