2012 Cellcom Agreement means that certain Agreement dated March 23, 2005, as amended and supplemented to date, between Cellcom and Logia Content. In view of the foregoing the Parties agree as follows.Īgreement, the following terms shall have the following meanings, which shall be equally applicable to the singular and plural forms of such terms: To the Purchaser, and the Purchaser desires to purchase from IGLOO, all of the assets and rights comprising LogiaDeck on the terms and conditions contained herein. Organized under the laws of the State of Israel, and owns certain assets referred to as LogiaDeck. On the terms and conditions contained herein.ġ.5 IGLOO, an Affiliate of Seller, is a private company, duly incorporated and ( Mailīit) are private companies, duly incorporated and organized under the laws of the State of Israel (Logia Content, Volas and Mail Bit are collectively referred to as the Purchased Companies).ġ.2 The Seller is the owner of all (100%) of the issued and outstanding shares (the Purchased Shares) in theġ.3 The Purchased Companies are engaged in the business of content syndication and management systemsįor mobile and online operators (the Business), expressly including, without limitation, certain Intellectual Property, systems and agreements referred to herein as the Key Assets.ġ.4 The Seller desires to sell to the Purchaser Group, and the Purchaser Group desires to purchase from the Seller, the Purchased Shares ( Volas) and Mail Bit Logia (2008) Ltd. ( Logia Content), Volas Entertainment Ltd. Seller, and each of its wholly owned subsidiaries, Logia Content Development and Management Ltd. The Seller, IGLOO, Parent and the Purchaser are each individually referred to as a Party and collectively the Parties. Principal office and main place of business at 4751 Wilshire Blvd, No. 3, Los Angeles, CA 90010 USA (the Purchaser) a private company duly incorporated and organized under the laws of the State of Israel, having its The laws of Delaware, having its principal office at 4751 Wilshire Blvd, No.3, Los Angeles, CA 90010 USA, and e-mail (the Parent) and. Mandalay Digital Group, Inc., a company duly incorporated and organized under a private company duly incorporated and organized under the laws of the State of Israel, having its principal office and main place of business at 3 HaSadnaot St., Herzliya, a private company duly incorporated and organized under the laws of the state of Israel,Ĭompany No. 51-404153-2, having its principal office and main place of business at 3 HaSadnaot St., Herzliya, Israel (the Seller) This PURCHASE AGREEMENT is made and entered into as of August 11, 2012 by and the assets comprisingįorm of LogiaDeck Assignment and Transfer Agreementįorm of Registration Rights and Lock Up Agreement Content Development and Management Ltd., VolasĮntertainment Ltd., Mail Bit Logia (2008) Ltd.
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