Adjustment to the Exchange Ratio Immediately Prior to the IPO Sample Clauses

Adjustment to the Exchange Ratio Immediately Prior to the IPO. Following the Date of Merger and subsequent to the implementation of the Shareholding Restructuring and the Private Placement, TRIP’s Shareholders shall became holders of 31.88% (thirty-one point eighty-eight percent) of the total shares issued by AZUL Holding, that is, 153,279,210 (one hundred fifty-three million, two hundred seventy-nine thousand, two hundred and ten) common shares, equivalent to 33% (thirty-three percent) of the total shares, and 22,145,080 (twenty-two million, one hundred and forty-five thousand and eighty) AZUL Holding’s Class A Preferred Shares - Post-Private Placement, equivalent to 26.55% (twenty-six point fifty-five percent) of all AZUL Holding’s Class A Preferred Shares - Post-Private Placement. According to the terms and conditions of this Agreement, and upon the exercise of the TRIP’s Shareholders’ Subscription Warrants for Shareholding Adjustment (as defined and issued pursuant to Section 6.2 below), the percentage of AZUL Holding’s Class A Preferred Shares - Post-Private Placement held by TRIP’s Shareholders may be increased, so that TRIP’s Shareholders may hold, from the date of subscription of the new AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or any other preferred shares issued by AZUL Holding whose respective class, at the time of the exercise of the subscription warrant, presents the same rights and privileges currently attributed to AZUL Holding’s Class A Preferred Shares - Post-Private Placement), 25,983,986 (twenty-five million, nine hundred eighty-three thousand, nine hundred eighty-six) shares issued by AZUL Holding (including common and preferred shares) which jointly represent approximately 29.99% (twenty-nine point ninety-nine percent) of the total economic value of AZUL Holding. For clarification purposes, the common shares issued by AZUL Holding have an economic value different from that of AZUL Holding’s Preferred Shares - Post-Private Placement. Based on this assumption, and notwithstanding the effective equity interest held by each Party in AZUL Holding’s share capital, the Parties agree that the shares held by TRIP’s Shareholders represent 26.99% (twenty-six point ninety-nine percent) of the total economic value of AZUL Holding, and this equity interest may be increase to 29.99% (twenty-nine point ninety-nine percent) of the economic value of AZUL Holding, depending on the exercise by the TRIP’s Shareholders of the Subscription Warrants for Shareholding Adjustment (as defined and iss...
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Related to Adjustment to the Exchange Ratio Immediately Prior to the IPO

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Cooperation Prior to the Distribution (a) LTC and Healthcare shall cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are appropriate to reflect the establishment of, or amendments to, any employee benefit plans and other plans contemplated by the Administrative Services Agreement.

  • Puts Prior to the Settlement Date During the period from the Bank Closing Date to and including the Business Day immediately preceding the Settlement Date, the Assuming Bank shall be entitled to require the Receiver to purchase any Asset which the Assuming Bank can establish is evidenced by forged or stolen instruments as of the Bank Closing Date; provided, that, the Assuming Bank shall not have the right to require the Receiver to purchase any such Asset with respect to which the Assuming Bank has taken any action referred to in Section 3.4(a)(ii) with respect to such Asset. The Assuming Bank shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Asset, as provided in Section 12.4.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

  • Conduct Prior to the Effective Time 5.1 Conduct of Business by Company, Indirect Parent, Second Intermediary -------------------------------------------------------------------- Parent, First Intermediary Parent and Parent. During the period from the date -------------------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall cause the Company to and the Company shall, except to the extent that Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted by the terms of this Agreement, and the transactions contemplated hereby, without the prior written consent of Purchaser, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, neither Indirect Parent, Second Intermediary Parent, First Intermediary Parent nor Parent shall permit the Company to, and Company shall not do any of the following:

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Conduct of Business Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hxxxxx United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

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