國外律師事務所起草的專業(yè)股權并購意見書-在線瀏覽
2024-09-01 03:59本頁面
【正文】 rchaser)2. Target: Airwaves Sound Design Ltd. and Airwaves Digital Group Ltd. (collectively, the Target)3. Principal Shareholders: Alex Downie and any other shareholders of the Target (the Vendors)4. Shares: The Purchaser agrees to purchase from the Vendors and the Vendors agree to sell, assign and transfer and to cause all holders of the Shares to sell, assign and transfer to the Purchaser, the Shares free and clear of all liens, charges and encumbrances.5. Transaction: The Purchaser, the Target and the Vendors will enter into a business bination (the Combination) whereby the Purchaser will acquire all of the issued and outstanding securities of the Target from all the Vendors in exchange for 500,000 shares in the capital of the Purchaser and options to purchase 1,500,000 shares in the capital of the Purchaser at an exercise price per share equal to the price per share paid by the institutional investors in the Financing (as defined herein), which options will vest as is mutually agreed to among the Purchaser and the Vendors (the Acquisition).6. Structure: In order to facilitate the Acquisition, the Purchaser, the Target and the Vendors agree that each will use their best efforts to formulate a structure for the Combination which is acceptable to each of the parties and which is formulated to:oo ply with all necessary legal and regulatory requirements。 and oo be as cost effective as possible. 27. Financing: The Vendors have advised the Purchaser that it will arrange for the private placement of shares in the capital of the Purchaser for a minimum of $2 million, which investment will close on or before the Closing (as defined herein) and will be on the same terms as the investment to be made by institutional investors being arranged by the Purchaser39。oo review and approval of all materials in the possession and control of the Target and the Vendors which are germane to the decision to purchase the Shares。 oo the Purchaser and its accountant having had a reasonable opportunity to review the audited financial statements (including corporate tax returns, general ledger listings, adjusting entries a
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