Share and Asset Purchase Agreement definition

Share and Asset Purchase Agreement means the Share and Asset Purchase Agreement among Takata Europe GmbH, Takata Protection Systems, Inc., Interiors In Flight, Inc., Takata Corporation, TransDigm, and TDG Germany GmbH, dated February 22, 2017.
Sample 1Sample 2Sample 3
Share and Asset Purchase Agreement means that certain Share and Asset Purchase Agreement dated 8 April 2021 between Crown Holdings, Inc., Crown Cork & Seal Deutschland Holdings GmbH, Kouti B.V., Blitz F21-387 GmbH and Macsco 20.10
Sample 1Sample 2
Share and Asset Purchase Agreement means that certain Share and Asset Purchase Agreement dated 8 April 2021 between Crown Holdings, Inc., Crown Cork & Seal Deutschland Holdings GmbH, Kouti B.V., Blitz F21-387 GmbH and Macsco 20.10 Limited.
Sample 1

Examples of Share and Asset Purchase Agreement in a sentence

  • Netcom, a wholly-owned subsidiary of CNCHK, has formed the Company to enter into a Share and Asset Purchase Agreement dated November 17th, 2002 (as amended as of January 29, 2003, the "Purchase Agreement") with Asia Global Crossing Ltd.

  • HLSS proposes to enter into a Share and Asset Purchase Agreement with Buyer, HLSS Advances Acquisition Corp.

  • Effective August 21, 2006, pursuant to a Share and Asset Purchase Agreement dated August 18, 2006, Pierre Foods Inc.

  • The Company agrees and acknowledges that any Critical Covenant Breach (as defined in the Share and Asset Purchase Agreement) shall be deemed to be a material breach of this Section 5.01.

  • As disclosed in the Joint Announcement, INAX has undertaken under the Share and Asset Purchase Agreement that as soon as practicable after satisfaction or waiver of the Conditions Precedent, and in any case not later than 10 days after Completion, it will make the Offer to acquire all the issued Shares.

  • This XXXX OF SALE (this “Xxxx of Sale”), dated as of December 1, 2016, is made by and between Telcare, Inc., a Delaware corporation (“Seller”), and Telcare Acquisition, LLC, a Delaware limited liability company (“Assets Buyer”), pursuant to that certain Share and Asset Purchase Agreement, dated as of the date hereof, by and among Seller, Assets Buyer, BioTelemetry Care Management, LLC and BioTelemetry, Inc.

  • Agreement shall mean this Share and Asset Purchase Agreement, including all Schedules, Annexes and related documents hereto.

  • The parties to this amendment (the Amendment) are parties to that certain Share and Asset Purchase Agreement, dated 16 July 2004 (the Share and Asset Purchase Agreement).

  • The payment contemplated in this section 2.13(b) shall constitute an adjustment to the Purchase Price, shall be aggregated with the adjustments under Articles 2.7.2 and 2.7.3 of the Share and Asset Purchase Agreement and be paid in accordance with Article 2.7.4 of the Share and Asset Purchase Agreement as part of the Purchase Price Adjustment by FHLR (acting as paying agent on behalf of the Sellers) to BHC, or by BHC to FHLR (acting as receiving agent on behalf of the Sellers), as the case may be.

  • On 19 November 2004 the Commission of the European Union cleared the transactions contemplated by the Share and Asset Purchase Agreement subject to the compliance with certain commitments given by Buyer.


More Definitions of Share and Asset Purchase Agreement

Share and Asset Purchase Agreement has the meaning given to it in the Recitals; "Share Sale" means the sale of such number of shares in the issued share capital of the Parent, Midco and/or the Company as would constitute a Change of Control; "Shortfall Notes" has the meaning given to it in the Share and Asset Purchase Agreement; "Shortfall Note Amount" has the meaning given to it in the Share and Asset Purchase Agreement; "Surplus Notes" has the meaning given to it in the Share and Asset Purchase Agreement; "Target Group" means the Company and its subsidiary undertakings including, with effect from Closing, the Transferred Entities (and with any such entity being referred to as a "Target Group Company"); "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). "Transferred Assets" has the meaning given to it in the Share and Asset Purchase Agreement; "Transferred Entities" has the meaning given to it in the Share and Asset Purchase Agreement; "Transferred Equity Interests" has the meaning given to it in the Share and Asset Purchase Agreement; and "Working Capital Hurdle" means $7,000,000, or such greater number as is agreed by the Noteholder in its sole discretion.
Sample 1

Related to Share and Asset Purchase Agreement

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicers, as provided in Section 2.01 hereof.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Securities Purchase Agreement means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Receivables Purchase Agreement means the receivables purchase agreement, dated as of the Closing Date, between AHFC and the Seller, as amended or supplemented from time to time.

  • Additional Purchase Agreement means each Additional Purchase Agreement (including the related Additional Xxxx of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by SLM ECFC, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by SLM ECFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.

  • Loan Purchase Agreement The Loan Purchase Agreement described in the Recitals to this Agreement, which Loan Purchase Agreement incorporates the terms of the Aurora Loan Services Seller Guide, as the same may be amended from time to time.

  • Equity Purchase Agreement means that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, among the Borrower and the several “Investors” named therein, including all exhibits and schedules thereto, as in effect on the Original Effective Date.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Master Repurchase Agreement means the Master Repurchase Agreement of even date herewith between the Trust and Bear, Xxxxxxx & Co. Inc. as it may from time to time be amended.

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • Original Purchase Agreement has the meaning set forth in the recitals to this Agreement.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Purchase Agreement shall have the meaning set forth in the preamble.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;