Description of Transaction Sample Clauses

Description of Transaction. 1.1 Merger of Merger Sub into the Company 1.2 Effects of the Merger 1.3 Closing; Effective Time

Description of Transaction. 1 1.1 Merger of Merger Sub into the Company..........................................................1 1.2 Effects of the Merger..........................................................................1 1.3 Closing; Effective Time........................................................................1

Description of Transaction. The Company proposes to issue and sell to the Underwriters on the Closing Date (as defined below), pursuant to the terms and conditions of this Agreement, an aggregate of ___________ shares ("Firm Shares") of the Company's Common Stock ("Common Stock") at a price of $_______ per Share on the terms as hereinafter set forth. The Company also proposes to issue and sell to the several Underwriters on or after the Closing Date not more than ___________ additional Shares if requested by the Representative as provided in Section 3.2 of this Agreement (the "Option Shares"). The Firm Shares and any Option Shares are collectively referred to herein as the "Shares."

Description of Transaction. 1.1 Structure of the Merger and Second Merger.

Description of Transaction. (a) Name of Issuer of the Securities Cedara Software Corp. (b) Number and Class of Securities to be Purchased 4,000,000 common shares.

Description of Transaction. (a) Name of issuer of the securities: (b) Number and class of securities to be purchased: (c) Purchase Price: 2. DETAILS OF PURCHASER (a) Name of purchaser: (b) Address: (c) Names and addresses of persons having a greater than 10% beneficial interest in the purchaser (insert “None” if none):

Description of Transaction. Reference is made to the Amended -------------------------- and Restated Securities Purchase Agreement dated as of August 29, 2000 (the "Securities Purchase Agreement") by and among ----------------------------- CSI, Silver Lake Partners, L.P. ("Silver Lake") and certain ----------- other assigns of Silver Lake (together with Silver Lake, the "Investors"). ---------

Description of Transaction. On August 8, 2024, Recursion and Exscientia entered into the Transaction Agreement. At the Effective Time, each share of Exscientia issued and outstanding immediately prior to the Effective Time was automatically exchanged for 0.7729 fully paid and non-assessable Recursion Shares and cash in lieu of fractional shares. The Transaction Agreement also provides that Recursion will replace all Exscientia equity awards which are outstanding on the date of the consummation of the Transaction with Recursion equity awards or Recursion Shares, as applicable, based on the Exchange Ratio. The Transaction has been accounted for as an acquisition of a business pursuant to Accounting Standards Codification Topic 805 — Business Combinations (“ASC 805”). Recursion is the accounting acquirer and has recorded the assets acquired and liabilities assumed from Exscientia primarily at their respective fair values at the date of completion of the Transaction, with the excess of the fair value of consideration transferred over the fair value of the assets acquired and liabilities assumed recorded as goodwill. Recursion was considered to be the accounting acquirer at closing based on an evaluation of the following facts and circumstances: • Recursion Shares are issued to effect the acquisition and will remain outstanding. • The parent company of the combined group will retain the Recursion name. • A majority of the Recursion executive team will continue to serve in their roles subsequent to the Transaction. • The Recursion Board of Directors will comprise of ten members with the addition of two members from the current Exscientia Board of Directors to the eight members of the Recursion Board of Directors. • The Recursion Stockholders immediately preceding the Effective Time own a majority of the combined company after the closing of the Transaction based on the number of Exscientia Shares and Recursion Shares outstanding as of November 20, 2024.

Description of Transaction. Section 1.1. Merger of the Company with and into Merger Sub 2 Section 1.2. Effect of the Merger 2 Section 1.3. Closing; Effective Time 2 Section 1.4. Certificate of Incorporation and Bylaws; Directors and Officers 2 Section 1.5. Conversion of Company Common Stock 3 Section 1.6. Closing of the Company’s Transfer Books 4 Section 1.7. Exchange of Certificates 4 Section 1.8. Dissenters’ Rights 5 Section 1.9. Tax Consequences Section 1.10. Further Action