THE ACQUISITIONS. In consideration for financial advisory services rendered in connection with the Acquisitions, the transaction value of which is estimated to be $40 million, the Company will pay MGCO a success fee in cash at the closing of the acquisition of all, or a material part of the business included in the Acquisitions. The fee will be the greater of $400,000 or the sum of 5% of the transaction value up to $1 million, 4% of the transaction value in excess of $1 million up to $2 million, plus 3% of the transaction value in excess of $2 million up to $3 million, plus 2% of the transaction value in excess of $3 million. For purposes of this Agreement the transaction value will include cash, securities, non-compete agreements, promissory notes, and all other consideration exchanged in the transaction and upon which the value was established.
THE ACQUISITIONS. 6 2.1 The Acquisitions. . . . . . . . . . . . . . . . . . .6 2.1.1 Acquisitions of Chemical Florida and Chemical Georgia. . . . . . . . . . . . . . . . . . . . .6 2.2 Closing . . . . . . . . . . . . . . . . . . . . . . . .6 2.3 ALS Trust/TPS Trust Nominee on Perma-Fix's Board of Directors . . . . . . . . . . . . . . . . . . . . . . .6
THE ACQUISITIONS. Each Applicable Acquisition has been consummated in accordance with the terms and conditions of the Applicable Acquisition Documents and all applicable Laws. All conditions precedent set forth in the Applicable Acquisition Documents have been or will have been satisfied and not waived (or with respect to any non-material conditions, waived by the applicable party) on or prior to consummation of the Applicable Acquisition, and all necessary Governmental Approvals and third-party approvals in connection with each Applicable Acquisition other than the COMFER Approvals and the registration with the applicable Governmental Authorities, including, without limitation, the applicable registros publicos, in connection with the transfer of the Stock in the Acquisitions have been or will have been obtained and are or will be in full force and effect, and all applicable waiting periods have or will have expired at the time of the consummation of such Applicable Acquisitions. All representations and warranties of the Issuers contained in the Applicable Acquisition Documents are true and correct as of the time as of which such representations and warranties were made, except for such misrepresentations or breaches of warranties which could not have a Material Adverse Effect on the Issuers or the Applicable Acquisition Subsidiary. The copies of the Applicable Acquisition Documents delivered or to be delivered to the Administrative Agent in satisfaction of the conditions set forth in Section 5 hereof are or will be true and correct copies of the Applicable Acquisition Documents as in effect at the time of each Funding relating to the payment of any portion of the Acquisition Price in connection therewith.
THE ACQUISITIONS. On 2 March 2020, the Purchaser (a wholly-owned subsidiary of the Company) entered into three agreements with three independent third parties respectively. Agreement A was entered into between the Purchaser and Vendor A in relation to an acquisition of a 20% equity interest in Target A for a consideration of HK$3.85 million. Agreement B and Agreement C was entered into by the Purchaser with Vendor B and Vendor C respectively in respect of an acquisition of a 20% equity interest in Target B and Target C respectively for the same consideration of HK$4.1 million. Target A, Target B and Target C is principally engaged in the operation of a HK-style restaurant under the same brand name “Times Cafe 時代冰室”in Kowloon Bay, Shatin and North Point respectively. The Considerations have been fully settled in cash on 5 March 2020. Completion of the Acquisitions took place on the same date. IMPLICATIONS UNDER THE GEM LISTING RULES While all applicable percentage ratios set out in Rule 19.17 of the GEM Listing rules in respect of each of the Acquisitions on a standalone basis are less than 5%, the Acquisitions are required to be aggregated as one transaction under Rule 19.22 of the GEM Listing Rules given one of the Vendors are associated with another. As the percentage ratios of the Acquisitions, if aggregated, exceed 5% but are less than 25%, the Acquisitions constitute a discloseable transaction for the Company and are subject to the reporting and disclosure requirements under Chapter 19 of the GEM Listing Rules.
THE ACQUISITIONS. The Lenders shall be satisfied in all material respects (i) with the terms, form and substance of the Kxxxx-Xxxxx Acquisition and the documentation related thereto and (ii) that the Aerocell Acquisition and the Kxxxx- Xxxxx Acquisition were made in compliance with all applicable laws and regulatory approval requirements and all contractual approval and consent requirements related thereto.
THE ACQUISITIONS. In consideration for financial advisory services rendered in connection with the Acquisitions, the Company will pay MGCO a success fee in cash at the closing of the acquisition of all, or a material part of the businesses included in the Acquisitions. The fee will $1,600,000. All other terms and conditions of the Agreement dated August 14, 1997 will remain unchanged. We look forward to the opportunity to continue our relationship with you. If this modification is acceptable, please acknowledge with your signature, return one copy for our records, and retain the other copy. Very Truly Yours, BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC. McFAXXXXX, XXOSXXXX & XOMPANY, INC. AGREED AND ACCEPTED: /s/ CARY XXXXXXXX /s/ MARSXXXX XXXX Xxxry Grosxxxx -------------------------- CHIEF EXECUTIVE OFFICER Marsxxxx Xxxx, Xxesident March 17, 1998 -------------- Effective Date
THE ACQUISITIONS. The Acquisitions shall have been completed in a manner satisfactory to Windward in its sole discretion.
THE ACQUISITIONS. As of the Acquisition Closing Date with respect to any Acquisition:
THE ACQUISITIONS. Upon the terms of this Agreement and subject to the conditions set forth in Article VII, and in accordance with the TBCA, (a) at the MBS Effective Time (as defined below), Newco will be merged with and into MBS, and (b) immediately following the MBS Effective Time, the DCPS Sellers will sell to SurgiCare, and SurgiCare will purchase from the DCPS Sellers, all of the DCPS Interests, free and clear of any Liens other than Liens imposed by applicable securities laws, for the applicable Acquisition Consideration. As a result of the Merger, (i) the separate existence of Newco will cease and (ii) MBS will continue as the surviving corporation of the Merger (the “Surviving Corporation”) and will continue to be governed by the TBCA.
THE ACQUISITIONS. 4.1 Each of the Acquisition Agreements has been completed in accordance with its terms as supplied to the Purchaser or its advisers by the Vendors' Solicitors.
