Description of the Transaction Clause Samples

Description of the Transaction. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1(c)), Merger Sub shall be merged with and into Intrepid (the "Merger"), and the separate existence of Merger Sub shall cease. Intrepid will continue as the surviving corporation in the Merger (the "Surviving Corporation"). (b) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the Idaho Business Corporation Act ("Idaho Law"). (c) The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Intrepid Engineering Services, Inc. on or before March 15, 2002, or at such other time as the parties may agree (the "Scheduled Closing Time"). (The date on which the Closing actually takes place is referred to in this Agreement as the "Closing Date.") Contemporaneously with or as promptly as practicable after the Closing, properly executed articles of merger (the "Articles of Merger"), conforming to the requirements of Idaho Law, shall be filed with the Secretary of State of the State of Idaho. The Merger shall become effective at the time such Articles of Merger are filed with and accepted by the Secretary of State of the State of Idaho (the "Effective Time"). (1) The articles of incorporation of Intrepid, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until thereafter amended. (2) The bylaws of Intrepid, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended. (d) The stock of Intrepid shall be converted into stock of IMMC as follows: (1) Subject to Sections 1(f)(3) and (g), at the Effective Time, by virtue of the Merger and without any further action on the part of the parties, each share of common stock of Intrepid issued and outstanding immediately prior to the Effective Time (the "Intrepid Shares") shall be converted into the right to receive 4.66812 shares of common stock of IMMC (the "IMMC Stock"). The IMMC Stock to be received by the Intrepid Shareholders is set forth on Exhibit A-2. If, between the date of this Agreement and the Closing Date, the Intrepid Shares or the IMMC Stock are changed into a different number or class of shares by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination or similar transaction, the IMMC Stock to be received by...

Description of the Transaction. Please provide an appropriate answer to the information requested below regarding the subject derivative transaction

Description of the Transaction. Section 4.1.

Description of the Transaction. Transaction Structure: (a) On or before November 30, 2021 or such other date that the Parties may mutually agree to (the Closing Date), the Buyer will purchase all of the Sold Shares from the Seller, free and clear of any and all liens, encumbrances and adverse claims thereon of any nature whatsoever. The consideration payable for the Sold Shares will be a payment of CAD$1,500,000 to be made by the Buyer to the trust account of the Seller’s legal counsel on the Closing Date (the Cash Payment) and the delivery by the Buyer to the Seller of a promissory note in the principal amount of CAD$500,000 (the Promissory Note) in substantially the form attached hereto as Schedule “A”. The effective date of the purchase of the Sold Shares will be as at the date of original issuance to the Seller of the same.

Description of the Transaction. 1. Basic information Before the transfer of target equity: Party A: Eight Individual Shareholders hold 37.97% equity interest of Boxinrui and intend to transfer 15% to Party B. Party B: Powerbridge holds 0% equity interest of Boxinrui. 2. After the transfer of target equity: Party A: Eight Individual Shareholders hold 22.97% equity interest of Boxinrui. Party B: Powerbridge holds 15% equity interest of Boxinrui.

Description of the Transaction. On April 30, 2021 (the “Effective Date”), AMMO, entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini, and S▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).

Description of the Transaction. Section 2.01 The Closing; Purchase and Sale of Subject Membership Units and Payment of Purchase Price. (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date to be specified by the Parties, which shall be no later than the fifth Business Day after the satisfaction or waiver of the last of the conditions set forth in Article 8 to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), ) but in no event later than the End Date (as defined herein) or at such other date as the Parties agree to in writing. Documents shall be delivered and exchanged electronically at the Closing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” (b) At the Closing, Sellers shall sell to Purchaser and Purchaser shall purchase from Sellers, for the Purchase Price, all of the Membership Units, free and clear of all Liens. In connection with the payment of the Purchase Price at Closing, Purchaser shall receive a credit for (i) the loan advances made by Purchaser to Seller under the Seller Loan, (ii) the Operating Expense Payments made by Purchaser to Seller as described in Section 6.07 hereof (iii) the amount of any Closing Indebtedness and Acquired Company Transaction Expenses to be paid at Closing, (iv) half of the cost for the Audit and the Review, and (v) any additional payments by Purchaser expressly stated to be credited against the Purchase Price as provided herein. (c) Fifty percent of the Purchase Price shall be payable to the Sellers in shares of Purchaser’s common stock (the “Stock Payment”) and fifty percent of the Purchase Price shall be payable to the Sellers in cash (the “Cash Payment”). The certificates for the common stock of Purchaser representing the Stock Payment shall bear the following Securities Act restrictive legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONS AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH OTHER SECURITIES LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE ACT AND SUCH OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT AND SUCH OTHER LAWS IS AVAILABLE. The...

Description of the Transaction. Buyer will acquire from Seller all of the capital stock of G (the “G Acquisition”) and in turn, the business of Seller, including, but not limited to, all equipment, hardware and software, real property, government permits, sales collateral, customer lists, sales proposals, sales quotes, all source code, design documents, documentation, , any tools and third party products related to the ongoing operation of Seller and all intellectual property related to Seller, including, but not limited to, patents, copyrights, trade secrets and trademarks (collectively, the “Acquired Business”). Seller shall represent that all other affiliates of Seller have been disclosed to Buyer and all ownership of G and said affiliates have been disclosed to Buyer and are being transferred to Buyer pursuant to the Definitive Agreement. Buyer is assuming all liabilities of except those specific excluded liabilities, if any, shall be mutually agreed upon by the Parties and shall be listed on a schedule to the Definitive Agreement.

Description of the Transaction. On June 1, 2016, pursuant to the Share Purchase Agreement dated as of May 9, 2016, among Incyte, as guarantor, Incyte Europe, a wholly-owned subsidiary of Incyte, as purchaser, ARIAD Pharmaceuticals (Cayman) L.P., as seller, and ARIAD, as guarantor, Incyte Europe completed the previously announced acquisition of all of the outstanding shares of ARIAD Europe, the parent company of ARIAD’s European subsidiaries responsible for the development and commercialization of ICLUSIG® (ponatinib) in the Territory. At the closing of the Acquisition, Incyte Europe paid an upfront payment of $147.5 million, including customary working capital adjustments. ARIAD is eligible to receive from Incyte tiered royalties ranging between 32% and 50% on net sales of ICLUSIG in the Territory and up to $135.0 million in potential future development and regulatory approval milestone payments for ICLUSIG in new oncology indications in the Territory, together with additional milestone payments for non-oncology indications, if approved, in the Territory. Under the agreement with ARIAD, Incyte has agreed to fund a portion of the ongoing ICLUSIG clinical studies OPTIC and OPTIC 2L, which are being conducted by ARIAD, by paying up to $7.0 million in both 2016 and 2017.