Basic Transactions Sample Clauses

Basic Transactions. Subject to and on the terms and conditions set forth in this Agreement, the Equipment Purchase Agreement, the Foundry Agreement, any amendments to the Joint Venture Agreements including any Joint Venture equipment lease agreements and other agreements signed of even date herewith (collectively, the “Transaction Agreements”) the Parties agree to effect the transactions set forth in this Section 2.1 (the “Transactions”), all of which shall be considered binding as of, and to occur on, the date hereof unless the date for actual performance is otherwise stipulated:

Basic Transactions. Section 2.1 Assets 1 Section 2.2 Excluded Assets 4 Section 2.3 Assumed Liabilities 6 Section 2.4 Excluded Liabilities 7 Section 2.5 No Assignment If Breach 8 Section 2.6 Purchase Price 9 Section 2.7 Prorations 13 Section 2.8 The Closing 13 Section 2.9 Deliveries at the Closing 14

Basic Transactions. This Agreement and other agreements listed herein are sometimes referred to as the "Basic Agreement". The transactions contemplated by the Basic Agreement are sometimes referred to as the "Transactions."

Basic Transactions. On and subject to the terms and conditions of this Agreement, at the Closing, BOXL agrees to purchase from the Sellers and each of the Sellers agrees to sell, or cause to be sold, to BOXL, all of the Company Membership Interests for the payment of the Purchase Price specified in Section 2.2 below. Such Company Membership Interests being sold by the Sellers shall, at the Closing, represent 100% of the issued and outstanding share capital of the Company.

Basic Transactions. On the basis of the representations, warranties, covenants and other agreements contained herein and subject to the terms and conditions of this Agreement, at the Closing, the Purchaser shall purchase from the Seller, and the Seller shall sell and transfer to the Purchaser, free and clear of all Encumbrances, all of the Acquired Shares for an aggregate purchase price equal to the Purchase Price.

Basic Transactions. (a) Each of the Shaker Stockholders shall transfer all of their respective right, title and interest in and to ERR Corp., representing, in the aggregate, all of the issued and outstanding shares of ERR Corp., in exchange for One Million Eight Hundred Eighty Thousand (1,880,000) shares of Class B Common Stock, par value $0.001 per share of Hometown (the "Hometown Shares"), which said Hometown Shares shall be registered in the individual names of the Shaker Stockholders in proportion to their respective ownership of ERR Corp., and ERR Corp. shall thereupon automatically become a wholly-owned subsidiary of Hometown and, shall, itself, continue to be the direct parent corporation of Shaker's, Inc., Family Ford, Inc., Family Rental, Inc. and Shaker's Lincoln-Mercury Autocare, Inc., each of the four said subsidiaries of ERR Corp. (the "Shaker Subsidiaries"), a Connecticut corporation (ERR Corp. and the Shaker Subsidiaries sometimes hereinafter referred to as the "Shaker Companies" and, individually, as a "Shaker Company"); (b) Each of the ▇▇▇▇▇▇ Stockholders shall transfer all of their right, title and interest in and to MullerToy, representing, in the aggregate, all of the issued and outstanding shares of MullerToy, in exchange, in the aggregate, for Nine Hundred Thirty-Three Thousand Two Hundred and Thirty-Two (933,232) Shares, which said Hometown Shares shall be registered in the individual names of the ▇▇▇▇▇▇ Stockholders in proportion to their respective ownership of MullerToy, and MullerToy shall thereupon automatically become a wholly-owned subsidiary of Hometown; (c) Each of the ▇▇▇▇▇▇ Stockholders shall transfer all of their right, title and interest in and to MullerChev, representing, in the aggregate, all of the issued and outstanding shares of MullerChev, in exchange, in the aggregate, for Six Thousand Seven Hundred (6,700) Shares, which said Hometown Shares shall be registered in the individual names of the ▇▇▇▇▇▇ Stockholders in proportion to their respective ownership of MullerChev, and MullerChev shall thereupon automatically become a wholly-owned subsidiary of Hometown; (d) Each of the ▇▇▇▇▇▇ Stockholders shall transfer all of their right, title and interest in and to OldChev, representing, in the aggregate, all of the issued and outstanding shares of OldChev, in exchange, in the aggregate, for Sixty-Eight

Basic Transactions. Immediately prior to the Effective Date: (a) each of Silver and ▇▇▇▇▇▇▇ will transfer all of their right, title and interest in and to Chinatown, representing all of the issued and outstanding shares of Chinatown, to KEC in exchange for _____ shares of KEC Common Stock (___ shares each), and KEC will immediately thereafter liquidate and dissolve Chinatown; (b) each of the Silver Trust and the ▇▇▇▇▇▇▇ Trust will transfer all of its right, title and interest in and to ▇▇▇, representing all of the limited partnership interests in ▇▇▇, to KEC in exchange for ____ shares of KEC Common Stock (___ shares each), and KEC will immediately thereafter liquidate and dissolve ▇▇▇; (c) each of Silver and ▇▇▇▇▇▇▇ will transfer all of their right, title and interest in and to Kat Corp., representing all of the issued and outstanding shares of Kat. Corp., to KEC in exchange for _____ shares of KEC Common Stock (___ shares each), and thereafter Kat Corp. will own and operate KatManDu-Philadelphia as a wholly-owned subsidiary of KEC; (d) each of Silver and ▇▇▇▇▇▇▇ will transfer all of their right, title and interest in and to T-KAT, representing all of the issued and outstanding shares of T-KAT, to KEC in exchange for ____ shares of KEC Common Stock (___ shares each), and thereafter T-KAT will continue to develop and, ultimately own and operate, KatManDu-Trenton as a wholly-owned subsidiary of KEC.

Basic Transactions. Section 2.1

Basic Transactions. On and subject to the terms and conditions of this Agreement, at the Closing, BOXL agrees to purchase from the Sellers and each of the Sellers agrees to sell, or cause to be sold, to BOXL, all of the Company Shares for the payment of the Purchase Price specified in Section 2.2 below. Such Company Shares consist of (a) 738,500 preference shares owned by R▇▇▇▇▇▇, (b) 531,315 preference shares owned by Ketlam, (c) 50,000 preference shares owned by Suga International, (d) the 52 P▇▇▇▇▇▇▇▇▇ Shares, and (e) the 48 Type A Minority Shareholders ordinary shares. Such Company Shares being sold by the Sellers shall, at the Closing, represent 100% of the issued and outstanding share capital of the Company.