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.
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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
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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. 1.2 Subject as herein expressly defined any words and expressions defined in the Companies Act 2006 shall have the meanings therein ascribed to them. 1.3 Unless the context otherwise requires, references in this instrument to: (a) any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof from time to time in force;
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Examples of Share and Asset Purchase Agreement in a sentence

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

  • 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.

  • 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.

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

  • By: Xxxxx Xxxx President - Procedural Solutions [Signature Page to Share and Asset Purchase Agreement – Project Needle] NATUS MEDICAL INCORPORATED By: Xxxxx X.

  • The following is hereby added to the Share and Asset Purchase Agreement as Section 5.13(e):(e) The Parties and/or their Affiliates may from time to time on or after the Closing enter into agreements relating to data privacy and the protection of personal information in connection with the Contemplated Transactions (each, a “Data Privacy Agreement”).

  • The following is hereby added to the Share and Asset Purchase Agreement as Section 5.38:Section 5.38 Transfer of Physical Samples.

  • Annex 7 ( Assumed Liabilities) to the Share and Asset Purchase Agreement is amended as set forth on Annex J to this Amendment.

  • The Exhibits to this Amendment listed in the following table are hereby attached as Exhibits to the Share and Asset Purchase Agreement with the Exhibit designations listed opposite such Exhibit in the corresponding row of such table.

  • Annex 9 ( Territory) to the Share and Asset Purchase Agreement is amended and restated in its entirety as set forth on Annex L to this Amendment.

Related to Share and Asset Purchase Agreement

  • 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.

  • Securities Purchase Agreement shall have the meaning set forth in the recitals hereto.

  • 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.

  • 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.