The Transaction Clause Samples

The Transaction. Subject to the terms and conditions of this Plan of Merger, the Merger shall be carried out in the following manner:

The Transaction. 2.1 The PARTIES hereby agree that the TRANSACTION shall include the following transactions and any other related matters as contemplated or required by the TRANSACTION DOCUMENTS: (a) a transfer of 42.67% of total equity interest in BPO ("EQUITY") by TVBI to the PURCHASER, for which the consideration shall be RMB 32,000,000 (RMB thirty-two million) ("EQUITY TRANSFER PRICE"), to be paid to the TVBI subject to the terms and conditions contained in this AGREEMENT and the SPIA; and (b) an increase of RMB 17,000,000 (RMB seventeen million) in the registered capital of BPO ("INCREASED CAPITAL") subscribed by the PURCHASER upon the transfer of the EQUITY pursuant to the SPIA, after which the PURCHASER will hold 51% equity interest in BPO. 2.2 The PARTIES hereby agree to enter into the TRANSACTION on the terms and conditions contained in this Agreement and the following documents("TRANSACTION DOCUMENTS"): (a) an agreement for equity transfer and capital increase ("SPIA") to be entered into by and among TVBI, SZCO, BPO and the PURCHASER in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees to sell and the PURCHASER agrees to purchase the EQUITY, and in furtherance of the strategic partnership the PURCHASER agrees to subscribe for and make contribution of the newly increased capital pursuant to the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOA") in AGREED FORM as set out in Appendix 2 attached hereto; (c) other agreements, contracts or documents in relation to the TRANSACTION contemplated by the above documents or this Agreement. 2.3 The PARTIES hereby agree that the TRANSACTION shall be proceeded as follows: (a) Within twenty (20) BUSINESS DAYS after the execution of this AGREEMENT, the PURCHASER shall use its best efforts to increase its registered capital to RMB29,000,000, and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLER's inspection; (b) Within twenty (20) BUSINESS DAYS after the VENDOR receives a copy of the business license and an original copy of its capital verification report delivered by the PURCHASER indicating that the registered capital of the PURCHASER is RMB29,000,000, the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B fo...

The Transaction. At the Closing, the Selling Shareholder shall transfer to the Buyer, and the Buyer shall accept from the Selling Shareholder, the Sale Shares, free and clear of any Lien and with all rights attaching on and from the Closing, and the Buyer shall issue to the Selling Shareholder, and the Selling Shareholder shall subscribe for, the Subscription Shares on the terms and subject to the conditions of this Agreement. 5 Buyer [ ] / Selling Shareholder [ ]

The Transaction. At the time of consummation thereof, the Transaction shall have been consummated in all material respects in accordance with the terms of the relevant Documents therefor and all applicable laws. At the time of consummation thereof, all material consents and approvals of, and filings and registrations with, and all other actions in respect of, all governmental agencies, authorities or instrumentalities required in order to make or consummate the Transaction in accordance with the terms of the relevant Documents therefor and all applicable laws have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority that restrains, prevents, or imposes material adverse conditions upon the Transaction. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon any element of the Transaction, the occurrence of any Credit Event, or the performance by Holdings and its Subsidiaries of their respective obligations under the Documents and all applicable laws.

The Transaction. The Investor hereby undertakes by an irrevocable undertaking to deposit with the Company’s Bank, the full Consideration, by way of one or more irrevocable bank transfers, made to the Company’s Bank Account, on a single or several occasions, no later than the end of the Payment Period (the “Deposit”), subject to the Company obtaining the BOD Approval and furnishing the Investor with the same prior to the last date of the Payment Period, as a pre-condition to the Deposit.

The Transaction. On the terms and subject to the conditions set forth herein, each Seller agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, the Shares for the purchase price (the “Purchase Price”) specified on such Exhibit A hereto.

The Transaction. On the Closing Date, and at the Closing Time, on, and in all instances subject to, each of the terms, conditions, provisions and limitations specified in this Agreement, the Seller shall sell, transfer, convey, assign, deliver and set over to the Purchaser, by instruments satisfactory in form and substance to the Purchaser, and the Purchaser shall acquire from the Seller, the Acquired Assets, subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. The assets specified on Schedule 2.1 to this Agreement, the provisions of which, by this reference, are made a part of this Agreement as though specified completely and specifically at length in this Section 2.1, are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course and in the same manner as that in which such business has been conducted in the immediate past, including, but not limited to, all Proprietary Rights of the Seller so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or resulting from such Acquired Business. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for, any of the Liabilities of the Seller, other than those Liabilities expressly specified on Schedule 2.1 and accepted by the Purchaser pursuant to this Section 2.1.

The Transaction. On the terms and subject to the conditions set forth herein, each Seller agrees to sell, and Purchaser agrees to purchase, for an aggregate cash purchase price of $271,884,611.25 (the “Purchase Price”) all of the Sellers’ Warrants (the “Transaction”).

The Transaction. All aspects of the Transaction have been effected in accordance with the Documents and all applicable law. At the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all governmental agencies, authorities or instrumentalities required in order to consummate the Transaction shall have been obtained, given, filed or taken and are in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Transaction. Additionally, at the time of consummation thereof, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the consummation of the Transaction.