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DOCUMENT TITLE:  ACQUISITION AGREEMENT .
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Clause Heading
(a) - The Share Purchase.
(b) - The Amalgamation.
2.2 - Closings; Effective Time.
2.3 - Effect of the Amalgamation.
(a) - Amalgamation Consideration; Adjustments.
(b) - Share Purchase.
(i) - Closing Shares.
(ii) - Initial Deferred Shares.
(c) - Amalgamation.
(d) - No Further Rights.
2.5 - Delivery of Closing Shares.
2.6 - Delivery of Initial Deferred Shares.
(a) - Number of Earnout Shares.
(A) - For the 2010 Earnout Period:
(B) - For the 2011 Earnout Period:
(C) - For the 2012 Earnout Period:
(b) - Earnout Determination Procedure.
(c) - Covenant of Buyer re Online Media Business.
2.8 - Tax Election.
2.9 - No Fractional Shares.
2.10 - Lost, Stolen or Destroyed Certificates.
2.11 - Taking of Necessary Action; Further Action.
3 - REPRESENTATIONS AND WARRANTIES GENERAL
4 - REPRESENTATIONS AND WARRANTIES OF BUYER AND SUB
4.1 - Organization and Good Standing.
4.2 - Authorizations.
4.3 - Noncontravention.
4.4 - Share Purchase Consideration/Amalgamation Consideration Shares.
(d) - Buyer:
4.5 - Investment Intent.
4.6 - SEC Documents; Parent Financial Statements.
4.7 - Litigation.
5 - CERTAIN REPRESENTATIONS AND WARRANTIES OF THE SELLERS
5.1 - Ownership of Company Shares.
5.2 - Authorization of Transaction.
5.3 - Noncontravention.
5.4 - Litigation.
5.5 - Investment.
5.6 - Buyers Information.
6 - REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND SELLERS
6.1 - Organization, Qualification and Corporate Power.
6.2 - Capitalization.
6.3 - Noncontravention.
6.4 - Brokers Fees.
6.5 - Predecessors, Partnerships, Subsidiaries and Affiliates.
6.6 - Financial Statements.
6.7 - Licenses and Permits.
6.8 - Title to Assets.
6.9 - Accounts Receivable.
6.10 - Condition of Assets.
6.11 - Bank Accounts.
6.12 - Intellectual Property.
6.13 - Agreements, Contracts and Commitments.
6.14 - Undisclosed Liabilities; Guaranties.
6.15 - Litigation.
6.16 - Legal Compliance.
6.17 - Tax Matters
6.18 - Insurance.
6.19 - Employees.
6.20 - Employee Benefits.
6.21 - Powers of Attorney.
6.22 - Subsequent Events.
6.23 - Certain Payments.
(a) - Clients.
(b) - Suppliers.
6.25 - Complete Copies and Originals of Materials.
6.26 - Representations Complete.
6.27 - Related Party Transactions.
6.28 - Environmental Matters.
7 - CONDITIONS TO OBLIGATIONS OF BUYER AND SUB TO CLOSE
(q) - Either:
8 - CONDITIONS TO OBLIGATIONS OF SELLERS AND THE COMPANY TO CLOSE
9.1 - General.
9.2 - Litigation Support.
9.3 - Restrictive Covenants.
(f) - For the avoidance of doubt;
9.4 - Third Party Consents.
9.5 - Discharge of Certain Obligations.
9.6 - Taxes; Litigation
9.7 - Audits.
9.8 - No Solicitation.
9.12 - Investment Canada Act Matters.
9.9 - Indemnification of Directors and Officers.
9.10 - Nomination to Buyer Board of Directors.
9.11 - Conduct of Business Prior to Closing.
10.1 - Survival.
10.2 - Breaches by the Sellers.
10.3 - Breaches by Buyer.
10.4 - Matters Involving Third Parties
10.5 - Characterization of Adverse Consequences.
10.6 - Other Remedies and Provisions.
10.7 - Recoupment From Amalgamation Consideration Shares.
11 - USA PATRIOT ACT
12.1 - Termination.
(a) - By Mutual Agreement.
(b) - By Buyer.
(c) - By Sellers.
(d) - By Either Buyer or Seller.
12.2 - Effect of Termination.
12.3 - Effect of Closing.
13.1 - Press Releases and Public Announcements.
13.2 - No Third-Party Beneficiaries.
13.3 - Entire Agreement.
13.4 - Succession and Assignment.
13.5 - Counterparts; Facsimile Signatures.
13.6 - Headings.
13.11 - Expenses.
13.12 - Incorporation of Exhibits, Recitals and Schedules.
13.7 - Notices.
13.8 - Governing Law and Venue.
13.9 - Amendments and Waivers.
13.10 - Severability.
13.13 - Sellers Representative.