EX-2.2
from 8-K
18 pages
1. Interpretation 1 2. Agreement for Sale 1 3. Completion 1 4. Price 2 5. Consideration Protections 4 6. Guarantee 4 7. Creditors and Excluded Liabilities 5 8. Employees 5 9. Warranties by the Seller 7 10. Limitation of Liability 8 11. Undertakings 9 12. Restrictions 11 13. Good Faith Discussions 12 14. Announcements 12 15. Subsequent Action 12 16. Notices 12 17. Entire Agreement 13 18. Assignment 14 19. General 14 Schedule 1 Definitions and Interpretation Schedule 2 Date: Parties: (1) Medialink Uk Limited (Registered in England With Number 3970925) Whose Address for the Purposes of This Agreement Is C/O Medialink Worldwide Incorporated., 708 3rd Avenue, New York Ny10017, USA (Seller); (2) World Television Group PLC (Registered in England With Number 3901656) Whose Registered Office Is at 8 Fitzroy Square, London W1t 5hn (Buyer); and (3) Medialink Worldwide Incorporated. (Registered in Delaware, USA) Whose Principal Office Is at 708 3rd Avenue, New York Ny10017, USA (Guarantor). Introduction a the Seller Carries on the Business. B the Seller Uses the Customer List in Carrying on the Business. C the Seller Has Agreed to Sell the Customer List to the Buyer on the Terms of This Agreement. D the Guarantor Has Agreed to Guarantee the Performance of the Obligations of the Seller Under This Agreement. E Prior to the Date of This Agreement, the Seller Has, to the Extent It Has Been Lawfully Able To, Secured Waivers of Any and All Relevant Employment Rights From Its Employees, Other Than the Retained Employees and the Employees, Under the Terms of the Compromise Agreements. Agreement 1. Interpretation the Definitions and Interpretative Provisions in Schedule 1 Apply to This Agreement. 2. Agreement for Sale 2.1 Subject to the Terms and Conditions of This Agreement, the Seller Sells and the Buyer Buys Free From All Security Interests and With Effect From the Completion Date, the Customer List
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EX-2.2
from 8-K
57 pages
Securities Purchase Agreement by and Among Philips Electronics North America Corporation, as Purchaser of the Membership Interests of Ttx (US) LLC, Koninklijke Philips Electronics N.V., as Purchaser of the Ordinary Shares of Ttx Limited, and Medialink Worldwide Incorporated, as Seller of Its Interests in and to the Securities of Ttx Limited and Ttx (US) LLC Dated as of August 29, 2008
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