THE ACQUISITIONS Sample Clauses

THE ACQUISITIONS. On or prior to the Effective Date, (i) Borrowers shall have purchased the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived without the prior written consent of Agent), and shall have become the owner, free and clear of all Liens (other than Permitted Liens), of all of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong, (ii) each of Parent and its Subsidiaries shall have fully performed all of the obligations to be performed by it on or prior to the Effective Date under the Acquisition Documents, (iii) the Acquisitions, including all of the terms and conditions thereof, shall have been duly authorized by the board of directors (or other managing body) and (if required by applicable law) the shareholders or members of the parties to the Acquisition Documents and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect in all respects as if made on and as of the Effective Date, (iv) the representations and warranties set forth in the Acquisition Documents shall be true and correct as if made on and as of the Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct on such earlier date), (v) each of the conditions precedent to the obligations of each of the parties to the Acquisition Documents to consummate the Acquisitions as set forth in the Acquisition Documents (other than the making of the Term Loans hereunder, the receipt of the proceeds of the issuance of the Senior Convertible Notes pursuant to the Noteholder Documents, the receipt of the cash proceeds of the issuance of common stock of Parent pursuant to the PIPE Documents and the receipt by the sellers under the Acquisition Documents of stock in accordance with the terms of the applicable Acquisition Documents) shall have been satisfied or waived with the consent of Agent and the Acquisitions shall have been consummated in accordance with all applicable laws and the Acquisition Documents and (vi) Agent shall have received evidence satisfactory to it as to the foregoing, as to the receipt by all parties to the Acquisition Documents of all necessary regulatory, credi...

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 . . . . . . . . . . . . . . . . . . . . . . . .

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.

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. 4.2 Each of the Vendors or the Sellers (as the case may be), as defined in the Acquisition Agreements, had full power to enter into and perform the Acquisition Agreement to which he or it is a party and the sell the business(es) and/or assets and/or shares agreed to be sold thereby, and the Acquisition Agreements were duly authorised by all necessary acts of the Vendors or the Sellers (as the case may be) and constitute valid and binding obligations on the Vendors and the Sellers party to them in accordance with their terms. 4.3 Each of the Acquisitions was made for a fair value and was and is lawful. 4.4 The Company has no assets or liabilities other than those acquired or assumed pursuant to (a) the Acquisition Agreements, (b) the Finance Arrangement or (c) acquired or assumed in the ordinary course of trade since the date of the Acquisition Agreements. 4.5 Each Group Member has carried on its business and traded in the ordinary course since the date of completion of each of the Acquisition Agreements and did not trade prior to completion of the same.

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. In September 1997, the Company entered into the Acquisition Agreements with the New Stockholders and the Beneficial Owners and effected the acquisitions contemplated thereby. Pursuant to the Acquisition Agreements, the New Stockholders have certain rights to acquire Company Stock immediately prior to the acquisition of the Company by Parent, and thereby to receive shares of Parent Stock pursuant to the acquisition of the Company by Parent. The Company, the Stockholders, the New Stockholders and the Beneficial Owners agree that any and all rights any of the New Stockholders or the Beneficial Owners have to receive or acquire shares of Company Stock or Parent Stock, pursuant to the Acquisition Agreements or otherwise, will be fully and completely satisfied and extinguished by the delivery to the New Stockholders of the consideration specified in Section 3.

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. 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 Acquisitions shall have been completed in a manner satisfactory to Windward in its sole discretion.

THE ACQUISITIONS. The principal terms of the Agreements are set out as follows: Date : 2 March 2020 Parties : Purchaser: Perfect Catering Group Limited (a s wholly- owned subsidiary of the Company)