SHARE AND ASSET PURCHASE AGREEMENT by and among SK Atlas, LLC SK Capital Partners II, LP and Chemtura CorporationShare and Asset Purchase Agreement • March 12th, 2010 • Chemtura CORP • Plastic material, synth resin/rubber, cellulos (no glass)
This Share and Asset Purchase Agreement (the “Agreement”) is made as of December 23, 2009, by and among Chemtura Corporation, a Delaware corporation (the “Seller”), SK Atlas, LLC, a Delaware limited liability company (the “Purchaser”) and SK Capital Partners II, LP, a Delaware limited liability company (“SK”). Capitalized terms used in this Agreement shall have the meanings given to such terms in Article 1.
AMENDED AND RESTATED SHARE AND ASSET PURCHASE AGREEMENT REGARDING THE EUROPEAN DIFFERENTIATED SURFACTANTS (“EDS”) BUSINESSShare and Asset Purchase Agreement • January 4th, 2017 • Huntsman International LLC • Chemicals & allied products • England and Wales
THIS SHARE AND ASSET PURCHASE AGREEMENT was made on 25 October 2016, was amended on 25 October 2016 and further amended and restated on 22 December 2016,
BETWEENShare and Asset Purchase Agreement • August 2nd, 2006 • Solutia Inc • Chemicals & allied products
EX-2.1 2 d787790dex21.htm EX-2.1 Share and Asset Purchase Agreement dated September 10, 2014 by and between TRW AUTOMOTIVE INC. – “Seller” – on the one hand and PLATIN 1058. GMBH – “Purchaser” – on the other hand on the sale of certain shares and...Share and Asset Purchase Agreement • May 5th, 2020
out directly opposite to such JV Entity’s name on Schedule (C) under the headings “Relevant JV Share Seller” and “Relevant JV Partner”. The shares held by the Relevant JV Share Seller in the JV Entities are collectively referred to as the “JV Shares” and, to the extent the Relevant JV Sale Permission has been obtained, the “Sold JV Shares”.
ContractShare and Asset Purchase Agreement • May 5th, 2020
EX-2.1 2 exhibit21precisepurchaseag.htm SHARE AND ASSET PURCHASE AGREEMENT EXHIBIT 2.1 EXECUTION VERSION SHARE AND ASSET PURCHASE AGREEMENT by and among BRADY CORPORATION LTI FLEXIBLE PRODUCTS, INC. and LTI HOLDINGS, INC. ______________ February 24, 2014
SHARE AND ASSET PURCHASE AGREEMENT Dated as of April 6, 2015 by and among HOME LOAN SERVICING SOLUTIONS, LTD., HLSS MSR-EBO ACQUISITION LLC, HLSS ADVANCES ACQUISITION CORP. and NEW RESIDENTIAL INVESTMENT CORP.Share and Asset Purchase Agreement • April 13th, 2015 • Home Loan Servicing Solutions, Ltd. • Mortgage bankers & loan correspondents • Delaware
SHARE AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 6, 2015, by and between Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the “Company”), HLSS MSR-EBO Acquisition LLC, a Delaware limited liability company (“HLSS MSR-EBO”), HLSS Advances Acquisition Corp., a Delaware corporation (“HLSS Advances” and together with HLSS MSR-EBO, the “Buyers”), and New Residential Investment Corp., a Delaware corporation (“Parent”, and together with the Buyers, the “Buyer Parties”).
SHARE AND ASSET PURCHASE AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, (ZHEJIANG ANT SMALL AND MICRO FINANCIAL SERVICES GROUP CO., LTD.), and THE OTHER PARTIES NAMED HEREIN Dated as of August 12, 2014Share and Asset Purchase Agreement • November 7th, 2014 • Yahoo Inc • Services-computer integrated systems design • New York
WHEREAS, the Parties intend that that certain Framework Agreement, dated as of July 29, 2011, by and among the Framework Agreement Parties (the “Framework Agreement”), be terminated on the date hereof as set forth herein;
FOURTH AMENDMENT TO SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • July 26th, 2022 • Alibaba Group Holding LTD • Services-business services, nec
THIS SHARE AND ASSET PURCHASE AGREEMENT (this “Agreement”), which is annexed to and forms part of that certain Amendment Agreement entered into on July 25, 2022 (the “2022 Amendment Signing Date”) and effective from August 13, 2022 (the “2022 Amendment Date”) (except for Section 9.9 and Schedule 9.9, which shall be effective from the 2022 Amendment Signing Date), is by and among:
DATED 9 APRIL 2021 LIVANOVA PLC and MITRAL HOLDCO S.À R.L. AMENDED AND RESTATED SHARE and ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • April 15th, 2021 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
Schedule 1 (Definitions and Interpretation) 77 Schedule 2 (Pre-Completion Restrictions) 112 Schedule 3 (Completion Arrangements) 115 Schedule 3-bis (Deferred Completion Arrangements) 117 Schedule 4 (Warranties) 118 Schedule 5 (Seller’s Limitations on Liability) 134 Schedule 6 (Transfer of Specified Authorisations) 142 Schedule 7 (Intellectual Property) 148 Schedule 8 (Calculation Principles) 155 Schedule 9 (Tax Covenant) 159
SHARE AND ASSET PURCHASE AGREEMENT between: II-VI HOLDINGS B.V., a Netherlands corporation, and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales Dated as of September 12, 2013Share and Asset Purchase Agreement • September 17th, 2013 • Oclaro, Inc. • Semiconductors & related devices • England and Wales
SHARE AND ASSET PURCHASE AGREEMENT among TELCARE ACQUISITION, LLC, BIOTELEMETRY CARE MANAGEMENT, LLC, BIOTELEMETRY, INC. and TELCARE, INC. dated as of December 1, 2016Share and Asset Purchase Agreement • February 22nd, 2017 • BioTelemetry, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Share and Asset Purchase Agreement (this “Agreement”), dated as of December 1, 2016, is entered into by and among Telcare Acquisition, LLC, a Delaware limited liability company (“Assets Buyer”), BioTelemetry Care Management, LLC, a Delaware limited liability company (“Shares Buyer” and together with Assets Buyer, the “Buyers”), BioTelemetry, Inc., a Delaware corporation (“Parent”) (solely for purposes of Section 8.11) and Telcare, Inc., a Delaware corporation (“Seller”).
SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • January 5th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • Tel-Aviv
THIS SHARE AND ASSET PURCHASE AGREEMENT (the “Agreement”) is made effective as of November 9, 2022 (the “Effective Date”) by and among SHARPLINK GAMING LTD., a company organized under the laws of the State of Israel, corporate number 520042904 (“SharpLink”), MTS Asia Ltd., a company organized under the laws of Hong Kong (“MTS Asia” and, together with SharpLink, the “Sellers” and each, as applicable, the “Seller”), Entrypoint South Ltd., a company organized under the laws of the State of Israel (the “Buyer”) and Entrypoint Systems 2004 Ltd. (the “Parent”. Each of SharpLink and Buyer may be referred to herein as a “Party” and, together, the “Parties”.
SHARE AND ASSET PURCHASE AGREEMENT among Cheetah Mobile Inc. (formerly known as Kingsoft Internet Software Holdings Limited), Cheetah Technology Corporation Limited, Beike Internet (Beijing) Security Technology Co., Ltd., Hongkong Zoom Interactive...Share and Asset Purchase Agreement • April 21st, 2015 • Cheetah Mobile Inc. • Services-prepackaged software • Hong Kong
EXHIBIT C SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • April 11th, 2019 • Safe-T Group Ltd. • Services-prepackaged software
THIS SHARE AND ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of April 4, 2019, is made and entered into by and among (i) Safe-T Group Ltd., a public company organized under the laws of the State of Israel (the “Purchaser”), (ii) NetNut Ltd., a corporation organized under the laws of the State of Israel (the “Company”), (iii) DiViNetworks Ltd., a corporation organized under the laws of the State of Israel (“DIVI”) and (iv) the parties listed on Schedule A, being all of the shareholders of the Company, beneficially and/or of record (individually, a “Shareholder”, and collectively the “Shareholders”). Each of the Purchaser, the Company, DIVI and the Shareholders may also be referred to herein, individually, as a “Party”, and collectively, as the “Parties”.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATAShare and Asset Purchase Agreement • January 21st, 2020 • Elanco Animal Health Inc • Pharmaceutical preparations
On August 20, 2019, Elanco Animal Health Incorporated (“Elanco,” “our” or “we”) and Bayer Aktiengesellschaft (“Bayer”) entered into the Share and Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which Elanco agreed to purchase Bayer’s animal health business (the “Bayer Animal Health Business”) in exchange for cash and Elanco shares (the “Acquisition”). The unaudited pro forma condensed combined financial data set forth below gives effect to the following:
AMENDMENT TO THE SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • July 3rd, 2012 • Natus Medical Inc • Electromedical & electrotherapeutic apparatus
This Amendment (this “Amendment”), dated June 30, 2012, to the Share and Asset Purchase Agreement, dated April 20, 2012 (the “Agreement”) is made by and among CareFusion 303, Inc., a Delaware corporation (“CFN 303”), CareFusion 2200, Inc., a Delaware corporation (“CFN 2200”, and together with CFN 303, the “Sellers”) and Natus Medical Incorporated, a Delaware corporation (the “Purchaser”).
SHARE AND ASSET PURCHASE AGREEMENT by and among GARRETT MOTION INC., GARRETT MOTION HOLDINGS INC., GARRETT ASASCO INC., and GARRETT MOTION HOLDINGS II INC., as Sellers, AMP INTERMEDIATE B.V., as Buyer, and AMP U.S. HOLDINGS, LLC, as Buyer Assignee...Share and Asset Purchase Agreement • September 21st, 2020 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
This SHARE AND ASSET PURCHASE AGREEMENT (as it may be amended from time to time in accordance with its terms, this “Agreement”), dated as of September 20, 2020 (the “Execution Date”), by and among Garrett Motion Inc., a Delaware corporation (“Seller Parent”), Garrett Motion Holdings Inc., a Delaware corporation (“U.S. Seller Parent”), Garrett Motion Holdings II Inc., a Delaware corporation (“U.S. Share Seller”), Garrett ASASCO Inc., a Delaware corporation (“Non-U.S. Share Seller”, and together with U.S. Share Seller, “Share Sellers”, and Share Sellers together with Seller Parent and U.S. Seller Parent, “Sellers”), AMP Intermediate B.V., a private limited liability company organized under the laws of the Netherlands (“Buyer”), and AMP U.S. Holdings, LLC, a limited liability company organized under the laws of Delaware (“Buyer Designee”, and together with Buyer and Sellers, the “Parties”).
AMENDMENT NO. 1 TO SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations
This First Amendment to Share and Asset Purchase Agreement, dated as of December 27, 2013 (this “First Amendment”), is entered into by and among Novartis Vaccines and Diagnostics, Inc., a Delaware corporation (“Seller”), Novartis Corporation, a New York corporation, as guarantor, G-C Diagnostics Corp., a Delaware corporation (“Buyer”), and Grifols, S.A. a company (sociedad anónima) organized under the Laws of Spain, as guarantor.
SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • November 17th, 2011 • Barnes Group Inc • Miscellaneous fabricated metal products • England and Wales
*Omitted. The Company hereby agrees to provide the Commission, upon request, copies of any omitted exhibits or schedules to this exhibit required by Item 601(b)(2) of Regulation S-K.
SHARE AND ASSET PURCHASE AGREEMENT among kenlor investments ltd., VIH Aviation Group Ltd., CGSCH Enterprises ltd., VIH Helicopters USA, Inc., Cougar AViation ltd., COugar helicopters inc., BHNA Holdings Inc, Bristow Canada Holdings Inc., Bristow...Share and Asset Purchase Agreement • October 4th, 2012 • Bristow Group Inc • Air transportation, nonscheduled • British Columbia
SHARE AND ASSET purchase agreementShare and Asset Purchase Agreement • November 1st, 2017 • GENTHERM Inc • Motor vehicle parts & accessories • Ontario
SF FUND LIMITED PARTNERSHIP and SHOTGUN FUND LIMITED PARTNERSHIP II, limited partnerships formed under the laws of the Province of Ontario, by their general partner, SF FUND MANAGEMENT INC. (“SF Fund”)
HUNTSMAN INVESTMENTS (NETHERLANDS) B.V. Merseyweg 10, 3197 KG Botlek Rotterdam, the Netherlands registered with the Dutch commercial register under number 24293054 (the “Seller”)Share and Asset Purchase Agreement • October 26th, 2016 • Huntsman International LLC • Chemicals & allied products
TO: INNOSPEC INTERNATIONAL LTD (the “Purchaser”) (Company number: 0331694) Innospec Manufacturing Park, Oil Sites Road, Ellesmere Port Cheshire, CH65 4EY, United Kingdom
AMENDMENT NO. 1 TO SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • February 14th, 2005 • West Pharmaceutical Services Inc • Fabricated rubber products, nec • New York
This AMENDMENT NO. 1 (this “Amendment”) to that certain SHARE AND ASSET PURCHASE AGREEMENT, dated as of December 24, 2004 (the “Purchase Agreement”), among WEST PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation, WEST PHARMACEUTICAL SERVICES GROUP, LTD., a company registered in England and Wales under company number 2352532 whose registered office is at Bucklers Lane, St. Austell, Cornwall PL 25 3JU, England and ARCHIMEDES PHARMA LIMITED, a company registered in England and Wales under company number 5308647, whose registered office is at 10 Upper Bank Street, London E14 5JJ, England, is entered into as of February 8, 2005, by and among the parties to the Purchase Agreement.
CERTAIN SCHEDULES AND EXHIBITS HAVE BEEN OMITTED PURSUANT TO ITEM 601(a)(5) OF REGULATION S-K. IN ADDITION, PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) of REGULATION S-K BECAUSE THEY (i) ARE NOT MATERIAL AND (ii) WOULD LIKELY...Share and Asset Purchase Agreement • March 10th, 2023 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
This SHARE AND ASSET PURCHASE AGREEMENT is made and entered into as of January 20, 2023 (this “Agreement”), by and between Tabula Rasa HealthCare Group, Inc., a Delaware corporation (“Seller”), and DoseMe Operations Inc., a Delaware corporation (“Buyer”). Each of Buyer and Seller is sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”
SHARE AND ASSET PURCHASE AGREEMENT dated as of December 22, 2013 among ATMI, INC., ATMI SARL, ATMI BELGIUM LLC, ATMI PACKAGING, INC., ADVANCED TECHNOLOGY MATERIALS, INC., and PALL CORPORATIONShare and Asset Purchase Agreement • December 23rd, 2013 • Atmi Inc • Industrial inorganic chemicals • Delaware
This SHARE AND ASSET PURCHASE AGREEMENT, dated as of December 22, 2013, is made among ATMI, Inc., a Delaware corporation (“ATMI”), ATMI Packaging, Inc., a Minnesota company (“ATMI Packaging”), Advanced Technology Materials, Inc., a Delaware company (“ATMI Opco” and, together with ATMI Packaging, the “Asset Sellers”), ATMI SARL, a company organized under the laws of Luxembourg (“ATMI SARL”), ATMI BELGIUM LLC, a Delaware limited liability company (“ATMI Belgium”, and together with ATMI SARL, the “Share Sellers”) and PALL CORPORATION, a New York corporation (the “Acquiror”).
January 1, 1998 CCL INDUSTRIES INC. 105 Gordon Baker Road, Suite 800 Willowdale, Ontario M2H 3P8 Attention: President CCL INDUSTRIES CORPORATION 105 Gordon Baker Road, Suite 800 Willowdale, Ontario M2H 3P8 Attention: President Re: Amendment to Share...Share and Asset Purchase Agreement • June 19th, 1998 • Aerosol Services Co Inc • New York
Share and Asset Purchase AgreementShare and Asset Purchase Agreement • February 8th, 2021 • Magal Security Systems LTD • Communications equipment, nec
This Share and Asset Purchase Agreement (the “Agreement”) is entered into as of February 7, 2021, by and between Aeronautics Ltd., a company incorporated under the laws of the State of Israel (“Buyer”), and Magal Security Systems Ltd., a company incorporated under the laws of the State of Israel (the “Seller”). Each of the Seller and Buyer are referred to herein as a “Party” and together as the “Parties.”
AMENDED AND RESTATED SHARE AND ASSET PURCHASE AGREEMENT BY AND BETWEEN ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED, AS PURCHASER, AND IPCORE TECHNOLOGIES CORPORATION, AS SELLER DATED AS OF OCTOBER 31, 2006Share and Asset Purchase Agreement • November 3rd, 2006 • Advanced Analogic Technologies Inc • Semiconductors & related devices • New York
This AMENDED AND RESTATED SHARE AND ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of October 31, 2006 by and among Advanced Analogic Technologies Incorporated, a Delaware corporation (“Purchaser”) and IPCore Technologies Corporation, incorporated under the laws of the Cayman Islands (“IPCore”), Analog Power Semiconductor Corporation, incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of IPCore (“AP Semi”), Artlogic, Inc., a Japan KK and a wholly-owned subsidiary of IPCore (“Artlogic”), and IPCore Technologies USA, Inc., a California corporation and wholly-owned subsidiary of IPCore (“IPCore USA,” together with IPCore, and Artlogic (and, for purposes of Articles III and VI only, together with APSemi), “Seller”).
SHARE AND ASSET PURCHASE AGREEMENT BY AND AMONG USG FOREIGN INVESTMENTS, LTD. USG (U.K.) LTD. USG CORPORATION AND KNAUF INTERNATIONAL GMBH KNAUF AMF CEILINGS LTD. Dated: August 7, 2012Share and Asset Purchase Agreement • October 26th, 2012 • Usg Corp • Concrete, gypsum & plaster products
(The Share Buyer and the Asset Buyer collectively the “Buyers” and each individually a “Buyer”; each of the Sellers and the Buyers are sometimes individually referred to as a “Party” and collectively as the “Parties”).
THIRD AMENDMENT TO SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • August 25th, 2020 • Alibaba Group Holding LTD • Services-business services, nec
Capitalized terms used but not defined in this Third Amendment shall have the meaning ascribed to them in the Purchase Agreement (as defined below).
AMENDMENT NO. 3 TO SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • June 18th, 2020 • Elanco Animal Health Inc • Pharmaceutical preparations
This AMENDMENT NO. 3 TO THE SHARE AND ASSET PURCHASE AGREEMENT, dated as of June 15, 2020 (this “Amendment”), is entered into between Bayer Aktiengesellschaft, a German stock corporation (“Seller Parent”), and Elanco Animal Health Incorporated, an Indiana Corporation (“Purchaser”).
Certain Changes to Arrangements with Ant GroupShare and Asset Purchase Agreement • August 25th, 2020 • Alibaba Group Holding LTD • Services-business services, nec
Pursuant to the share and asset purchase agreement, dated August 12, 2014, as amended on February 1, 2018 and September 23, 2019 (the “SAPA”) and certain other agreements, Alibaba Group Holding Limited (“Alibaba” or “we”) have certain governance and other rights in respect of Ant Group Co., Ltd. (“Ant Group”, formerly known as Ant Small and Micro Financial Services Group Co., Ltd.), in which we hold a 33% equity interest, and Alipay.com Co., Ltd. (“Alipay”), a wholly-owned subsidiary of Ant Group.
SHARE AND ASSET PURCHASE AGREEMENT among WEST PHARMACEUTICAL SERVICES, INC. WEST PHARMACEUTICAL SERVICES GROUP, LTD. and ARCHIMEDES PHARMA LIMITED Dated as of December 24, 2004Share and Asset Purchase Agreement • February 14th, 2005 • West Pharmaceutical Services Inc • Fabricated rubber products, nec • New York
SHARE AND ASSET PURCHASE AGREEMENT, dated as of December 24, 2004 (the “Agreement”), among WEST PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation (“Parent”), WEST PHARMACEUTICAL SERVICES GROUP, LTD., a company registered in England and Wales under company number 2352532 whose registered office is at Bucklers Lane, St. Austell, Cornwall PL 25 3JU, England (“Selling Sub”) and ARCHIMEDES PHARMA LIMITED, a company registered in England and Wales under company number 5308647, whose registered office is at 10 Upper Bank Street, London E14 5JJ, England (“Buyer”).
FIRST AMENDMENT TO SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • August 4th, 2006 • Plasticon International, Inc. • Miscellaneous plastics products
THIS FIRST AMENDMENT TO SHARE AND ASSET PURCHASE AGREEMENT (“Amendment”) is entered into as of April 30, 2006, by and between PLASTICON INTERNATIONAL, INC., a Wyoming corporation, presently trading on the Electronic Pink Sheets (“PLNI”), and PROMOLD, INC., a Missouri corporation (“PMI”), and the JOHN P MURPHY III REVOCABLE TRUST NO. J. (the “TRUST”) and the 10315 LLC, a Missouri limited liability company (the “LLC”).
EXHIBIT 99.2 CONFIDENTIAL SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • November 21st, 2002 • Asia Global Crossing LTD • Telephone communications (no radiotelephone)
