Additional Transaction Documents. Concurrent with the execution of this Agreement, the Parties shall enter into (or procure that their relevant Affiliates enter into) the Transaction Documents listed in Section 1 of Schedule 4 hereto, and at Closing, the Parties shall enter into (or procure that their relevant Affiliates enter into) the Transaction Documents listed in Section 2 of Schedule 4 hereto in the forms of Exhibits A through G attached hereto.
Additional Transaction Documents. Each of the Additional Transaction Documents has been duly authorized, executed and delivered by the Issuer and the CEMEX Transaction Parties which are a party thereto and, when duly executed and delivered in accordance with its terms by each of the other parties thereto, will constitute a valid and legally binding agreement of the Issuer and such CEMEX Transaction Parties enforceable against the Issuer and such CEMEX Transaction Parties, as applicable, in accordance with its terms, subject to the Enforceability Exceptions.
Additional Transaction Documents. The Initial Purchasers or their counsel shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Transactions.
Additional Transaction Documents. An Amended and Restated Investors’ Rights Agreement (the “Restated Investors’ Rights Agreement”) substantially in the form attached hereto as Exhibit B, a Series B Share Restriction Agreement (the “Series B Share Restriction Agreement”) substantially in the form attached hereto as Exhibit C, a Series B Right of First Refusal and Co-Sale Agreement (the “Series B Right of First Refusal and Co-Sale Agreement”) substantially in the form attached hereto as Exhibit D, a Management Rights Letter (the “Management Rights Letter”) substantially in the form of attached hereto as Exhibit E, shall have been duly executed and delivered by the parties thereto to the Investors, and each such agreement shall be in full force and effect.
Additional Transaction Documents. The Seller shall have delivered to the Buyer duly executed versions of (i) the Mosinee Mill Lease, (ii) the Rhinelander Mill Lease, (iii) the Power Sales Agreement and (iv) the O&M Agreement.”
Additional Transaction Documents. As a part of the consideration for the Parties to enter into this Agreement and to undertake the Sale Transaction, the Parties agree that KEM and EMMR shall enter into the following agreements at the Closing:
Additional Transaction Documents. Subject to the limitations set forth in Sections 6.D., Varalakshmi Basawapatna and Ganesh Basawapatna must execute the Compxxx'x xxxxxxxx xxx-xxxxlosurx, xxxxxxxxxxxxxxx and proprietary rights agreement, and such other forms as are ordinary and customary for employees or consultants, such as tax withholding forms. The parties must execute such instruments and documents as may be necessary or advisable to consummate the Asvan Transactions, including such additional instruments or documents as may be mutually agreed upon by the parties before, during and after the Closing.
Additional Transaction Documents. None. Notice to Underwriters: Notices to the Underwriters shall be directed to: Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: General Counsel Fax: 000-000-0000 Itau BBA USA Securities, Inc. 000 Xxxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000 Attention: Debt Capital Markets – Syndicate Desk and Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Debt Syndicate Desk with copy to Legal Department Underwriter Information: The first paragraph under the caption “Underwriting—Price Stabilization and Short Positions” in the Disclosure Package and the Final Prospectus. The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement – Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement – Basic Provisions. This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, EMBRAER S.A. By: /s/ Xxxxxxxxx Xxxxxxxx Xxxxxx Curado Name: Xxxxxxxxx Xxxxxxxx Xxxxxx Curado Title: President and Chief Executive Officer By: /s/ Xxxx Xxxxxxx xx Xxxxxxx Filippo Name: Xxxx Xxxxxxx xx Xxxxxxx Xxxxxxx Title: Executive Vice-President and Chief Financial and Investor Relations Officer The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxxxx Authorized Signatory Xxxxxxx X. Xxxxxxx Managing Director Latin America Credit Markets By: Authorized Signatory For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. ITAU BBA USA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxx Authorized Signatory Xxxxxx Xxxxxxxxx, MD By: /s/ Xxxxx Xxxx Authorized Signatory Xxxxx Xxxx Chief Operational Officer For itself and on behalf of the several Un...
Additional Transaction Documents. Each of the following documents shall have been duly and validly executed and delivered by each of the parties thereto and the transactions contemplated thereby have been consummated in a manner satisfactory to the Purchaser: (i) the Security Agreement; (ii) the Stockholders' Agreement; (iii) the Notes Registration Rights Agreement Amendment; (iv) the Equity Registration Rights Agreement Amendment; (v) the Old Securities Purchase Agreement Amendment; (vi) the Fiber Optic Network Agreement Amendment; (vii) the Intercreditor Agreement; (viii) the Voting Agreement; (ix) the Right of Negotiation Agreement; (x) the Exchange Agreement; (xi) the Depositary Agreement; (xii) the Indenture; (xiii) the New 6.15% Notes Indenture and (xiv) the C&MA Assignment Agreement.
Additional Transaction Documents. Subject to the limitations set forth in Sections 6.D., Xxxxxxxxxxx Xxxxxxxxxxx and Xxxxxx Xxxxxxxxxxx must execute the Company’s standard non-disclosure, confidentiality and proprietary rights agreement, and such other forms as are ordinary and customary for employees or consultants, such as tax withholding forms. The parties must execute such instruments and documents as may be necessary or advisable to consummate the Asvan Transactions, including such additional instruments or documents as may be mutually agreed upon by the parties before, during and after the Closing.
