Example ContractsClausesBPPC Purchase
Remove:

BPPC Purchase. (i) Lender hereby consents to the Investment by TDC in a Foreign Subsidiary of up to $3,000,000 so long as # the purchase and sale of all or substantially all of TDC’s assets and business referred to above shall have been consummated in accordance with 3(a) above, # after giving effect to any such Investment, no Default or Event of Default exists, # the proceeds of such Investment are used to finance, in part, the purchase price of the 51% interest of BPPC not owned by Canada and # such Investment is in the form of a promissory note, the terms and conditions of which are reasonably acceptable to Lender, which terms and conditions shall provide, inter alia, that the loans and advances evidenced by such promissory note shall be repaid in full upon BPPC obtaining its own working capital financing. Borrowers agree to cause BPPC to use commercially reasonable efforts to obtain such financing as promptly as practical. Borrowers covenant that the proceeds of any such financing shall first be used to repay to the TDC Investment prior to the repayment of any other intercompany Indebtedness or Investments.

New Definitions. The definitions of "Aegion Indebtedness", "BPPC", Share Purchase Agreement" and "Third Amendment" are hereby inserted in [Section 1.01] of the Credit Agreement in appropriate alphabetical order as follows:

Lender consents to the formation of Canada Holdings Ltd., a Canadian corporation, and the transfer of the Equity Interests of BPPC to Canada Holdings Ltd., so long as after giving effect to any such transfer no Default or Event of Default exists. Lender consents to any subsequent mergers with or into BPPC subsequently to be named Canada Ltd. in connection with any postacquisition BPPC restructuring.

Lender consents to the acquisition of the 51% interest in BPPC so long as # after giving effect to such purchase, no Default or Event of Default exists, and # such purchase is consummated substantially pursuant to the terms and conditions of that Share Purchase Agreement, a true and correct copy of which, together with all material exhibits and schedules, has been delivered to Lender.

"BPPC" means Bayou Canada, Ltd., a Canadian Corporation.

Purchase. The purchase and sale of the Shares under this Agreement shall occur at the time of execution of this Agreement by the parties or on such other date as Company and Investor shall agree (the "Purchase Date").

Subject to the limitations herein and in the Plan, a Participant’s Purchase Right will permit the purchase of the number of ADSs purchasable with up to 15% of such Participant’s Earnings paid during the Offering, beginning as of the date such Participant first commences participation in that Offering. In the case of a payroll date that falls after the Purchase Date of an Offering but prior to the Offering Date of the next new Offering in which the Employee is a Participant, Earnings from such payroll will be included in the new Offering (provided the Eligible Employee continues to participate in the new Offering).

Subject to the terms and conditions of this Agreement, at the Closing, the Seller agrees to sell and deliver to Next Investment Group Limited (the “Subsidiary”), a company wholly owned by the Purchaser, and the Purchaser agrees to purchase from the Seller such number of Purchased Shares, free and clear of any and all Encumbrances, and for such purchase price as set forth opposite the seller’s name on Exhibit A. The total purchase price payable by the Purchaser for the Purchased Shares is herein referred to as the “Purchase Price”.

Purchase Price. The purchase price to be paid by Buyer to Seller for the Shares (the “Purchase Price”) shall be: # Three Dollars ($3.00), and # transfer to Buyer, of 100% interest in Community Economic Development Capital, LLC (a California Limited Liability Company), payable in immediately available funds at the Closing.

Purchase Securities. The Purchase Securities have been duly and validly authorized for issuance, sale and delivery pursuant to this Agreement by all necessary partnership action on the part of the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of this Agreement, the Certificate of Designations and the Warrant Agreement, as applicable, the Purchase Securities will be duly and validly issued, fully paid and non-assessable, will not be subject to any preemptive or other similar rights or contractual encumbrances and the Warrants will be convertible at the option of the holders thereof into the Warrant Units in accordance with the Warrant Agreement.

Load more...
Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.