Acquisition of Interests Clause Samples
The "Acquisition of Interests" clause defines the terms and conditions under which one party may obtain ownership or a stake in certain assets, entities, or rights specified in the agreement. This clause typically outlines the process for transferring interests, any required approvals, and the timing or method of payment. For example, it may detail how shares in a company can be purchased or how partnership interests are assigned. Its core function is to provide a clear framework for the transfer of interests, thereby reducing ambiguity and minimizing disputes over ownership changes.
Acquisition of Interests. At the Final Closing (defined below), each ------------------------ Contributor shall, subject to Section 1.4 hereof, contribute, transfer, assign, and convey to the Operating Partnership and the Operating Partnership shall (i) acquire and accept from such Contributor, all right, title and interest of such Contributor in such Contributor's Interests, free and clear of all Encumbrances (as defined in Section 2.1 hereof) except Permitted Encumbrances (as defined in Section 2.1 hereof), and (ii) deliver to such Contributor such Contributor's Consideration (defined below), both in accordance with this Contribution Agreement.
Acquisition of Interests. Upon request of the Company, the Executive (or, at the Executive's option, an Affiliated Entity) shall acquire and hold Interests (as defined below) on terms reasonably acceptable to the Company and the Executive. Prior to transferring any Interest, the Executive shall afford the Company the right to acquire the Interest proposed to be transferred on the terms described in this Section 9, and the Company shall, within 30 days of written notice from the Executive of his intention to transfer an Interest, inform the Executive whether it or its designee will acquire such Interest (in which case such Interest shall be acquired within 30 days thereafter). The amount payable by the Company or its designee for any such Interest shall be the fair market value as determined in accordance with Section 9(c). Twenty percent of the purchase price for such Interest shall be paid by the Company or its designee in cash upon the transfer of such Interest and the remainder shall be paid with the issuance by the Company of a recourse promissory note, secured by the Interest sold, bearing interest at the Interest Rate (as defined below), with interest payable annually in arrears and the principal of such note payable in six equal installments on the first, second, third, fourth, fifth and sixth anniversaries of the transfer.
Acquisition of Interests. Purchaser is acquiring the Interests for its own account and for investment, and not with a view to, or for sale in connection with, any distribution of any of such Interests.
Acquisition of Interests. At the Final Closing (as defined below), Seller shall, subject to Section 1.4 hereof, transfer, assign, and convey to the Operating Partnership and the Operating Partnership shall acquire and accept from Seller, all right, title and interest of Seller in the Premises, free and clear of all Encumbrances (as defined below) except Permitted Encumbrances (as defined below), and the Operating Partnership shall deliver to Seller the Consideration (as defined below), both in accordance with this Contract.
Acquisition of Interests. 1 Section 2.02. Linden Acquisition.................................................................................2 Section 2.03. Bayonne Acquisition. ..............................................................................3 Section 2.04. Camden Acquisition.................................................................................5 Section 2.05. Closing............................................................................................5 Section 2.06. Closing Balance Sheets.............................................................................6 Section 2.07. Adjustment of Consideration........................................................................7 Section 2.08. Other Transactions.................................................................................8 Section 2.09. Reimbursement for Certain Tax Payments.............................................................9
Acquisition of Interests. 5 SECTION 2.02 Closing.........................................................6 SECTION 2.03 Certain Post-Closing Payments...................................7 SECTION 2.04 Amended Credit Support Agreement................................7
Acquisition of Interests. Upon Optionee's exercise of an Option, ------------------------ such Grantor shall make the Contribution and the Operating Partnership shall acquire and accept the Interests from such Grantor, as set forth in the recitals hereto, and the Operating Partnership shall deliver to such Grantor such Grantor's Option Consideration in accordance with the terms of this Agreement. Such Contribution will be evidenced by a form of assignment or other documentation satisfactory in form and substance to the Operating Partnership.
Acquisition of Interests. (a) In consideration of the payment of US$1 to each of AME and ERSAN (the receipt and sufficiency of which AME and ERSAN hereby acknowledge) and subject to the terms and conditions of this Agreement, AME and ERSAN (each as to a 17.5% Participating Interest) agree to transfer and assign to Avenue (or its Nominated Affiliate, if so requested by Avenue), and Avenue agrees to accept (or procure that its Nominated Affiliate accepts), free and clear of Encumbrances, an aggregate 35% Participating Interest in the Tosun Licence. The closing of such transfer and assignment shall occur immediately following the making of the payment referred to in clause 3.2(a)(ii).
(b) In consideration of the payment of US$1 to each of AME and ERSAN (the receipt and sufficiency of which AME and ERSAN hereby acknowledge) and subject to the terms and conditions of this Agreement, AME and ERSAN (each as to a 5% Participating Interest) hereby grant to Avenue (or its Nominated Affiliate) the option to acquire, free and clear of Encumbrances, an additional 10% Participating Interest in the Tosun Licence. Exercise of such option shall be effected by the giving to AME of a written notice signed by or on behalf of Avenue stating that it is exercising such option. No such notice shall be effective unless given on or prior to 10 February 2003.
(c) In the event that Avenue exercises the Karakilise Option but does not exercise the option under clause 3.1(b) by midnight on 10 February 2003, AME and ERSAN (each as to a 5% Participating Interest) shall transfer and assign to Avenue (or its Nominated Affiliate, if so requested by Avenue), and Avenue shall accept (or procure that its Nominated Affiliate accepts), free and clear of Encumbrances, an additional 10% Participating Interest in the Tosun Licence. The closing of such transfer and assignment shall occur within 5 Business Days after the exercise of the Karakilise Option.
(d) For the avoidance of doubt, clauses 3.1(b) and 3.1(c) are mutually exclusive.
Acquisition of Interests. 31.1 Any Participant which acquires an interest in any real or personal property or contract which is part of the Project shall transfer and assign an undivided interest therein to the other Participants so that the ownership and rights of the Participants in such property or contract shall be as provided for in the Project Agreements.
Acquisition of Interests. (a) Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), ML&CO. will transfer, convey and assign to BHC, and BHC will acquire from ML&CO., all of ML&CO.’s rights, title and interests in and to the Share Capital. On the Closing Date, ML&CO. will deliver to BHC an assignment of the Share Capital, free and clear of all liens, claims, charges, pledges, security interests, options or other legal or equitable encumbrances, including, without limitation, any agreement, understanding or restriction affecting the voting rights or other incidents of record or beneficial ownership pertaining to the Share Capital (each an “Encumbrance”).
(b) In exchange for the transfer and conveyance of the Share Capital, BHC will pay ML&CO. the net book value of the Share Capital, (the “Purchase Price”) on the Closing Date. BHC’s payment of the Purchase Price shall be in such manner as BHC and ML&CO. shall mutually agree.