EBT Sample Clauses
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EBT. 2.7.1 RPS confirms that, as at 16 September 2022, the RPS Employee Benefit Trust (EBT) held 735,473 RPS Shares.
2.7.2 Tetra Tech and RPS agree that RPS will request that the trustee of the EBT use any RPS Shares it holds to satisfy, firstly, outstanding awards under the RPS Share Plans which would otherwise have been settled by way of the issue of new RPS Shares as far as possible in priority to the issue of any new RPS Shares and, secondly and only if all such awards are settled without the issue of new RPS Shares, other outstanding awards under the RPS Share Plans as far as possible in priority to the purchase of existing RPS Shares to satisfy such awards.
2.7.3 To the extent there are insufficient RPS Shares in the EBT to satisfy all outstanding awards under the RPS Share Plans, and/or there are outstanding awards under the RPS Share Plans which will be settled in cash or bonuses or other cash payments that will be paid in relation to the RPS Share Plans (including the bonuses described in paragraph 2.4.4), Tetra Tech and RPS agree that RPS will request that the trustee of the EBT use any cash it holds to settle outstanding awards under the RPS Share Plans, or such bonuses or other cash payments in cash; or to subscribe for new RPS Shares or to purchase existing RPS Shares to satisfy outstanding awards under the RPS Share Plans, at RPS's discretion.
EBT. A minimum of $1,000,000 required for the six-month period ending June 30, 2006. A minimum of $3,750,000 for the nine-month period ending September 30, 2006. EBT through the end of this reporting period equals $ Yes No Net Income (Loss) $ Plus: Income Tax Expense8 $ TOTAL: $ 8 To the extent included in the determination of such Net Income (Loss).
A. The undersigned represent and warrant to the Purchaser that the undersigned have individually reviewed the provisions of the Purchase Agreement and that a review of the activities of the Company during the period covered by this Compliance Certificate has been made by or under the supervision of the undersigned with a view to determining whether the Company has kept, observed, performed and fulfilled all of its obligations under the Purchase Agreement.
B. The Obligors have observed and performed each and every undertaking contained in the Purchase Agreement, and no Default or Event of Default has occurred and is continuing.
C. That all information set forth in this Compliance Certificate is true, complete, and accurate. Executed this day of , 20 . PEMCO AVIATION GROUP, INC. By: Its: PEMCO AEROPLEX, INC. By: Its: PEMCO ENGINEERS, INC. By: Its: PEMCO WORLD AIR SERVICES, INC. By: Its: SPACE VECTOR CORPORATION By: Its:
EBT. In respect of the EBT:
(a) the Group has no obligations to or in respect of the EBT or the trustees thereof;
(b) the Group has no liability for Tax in respect of the EBT;
(c) the Group has not made any contributions to the EBT by way of a loan and does not have any outstanding loan obligations or Tax Liabilities; and
(d) the EBT does not hold any assets and no assets have been earmarked for any beneficiary as that term is understood in Part 7A ITEPA 2003.
EBT. 2.7.1 RPS confirms that, as at 30 June 2022, the RPS Employee Benefit Trust (EBT) held 853,298 RPS Shares.
2.7.2 WSP Holdings and RPS agree that RPS will request that the trustee of the EBT use any RPS Shares it holds to satisfy outstanding awards under the RPS Share Plans as far as possible in priority to the issue of any new RPS Shares or the purchase of existing RPS Shares to satisfy such awards.
2.7.3 To the extent there are insufficient RPS Shares in the EBT to satisfy outstanding awards under the RPS Share Plans, WSP Holdings and RPS agree that RPS will request that the trustee of the EBT use any cash it holds to settle outstanding awards under the RPS Share Plans in cash; or to subscribe for new RPS Shares or to purchase existing RPS Shares to satisfy outstanding awards under the RPS Share Plans, at RPS's discretion.
EBT. 3.1 Subject to clause 3.3, in the event that the Company receives cash payments from time to time in repayment of the Trustee Facility Agreement the Buyer shall apply an amount equal to the sums received (less any Tax, including any such Tax as is referred to clause 3.1(e) of the Tax Deed, and less any costs of collection) (“Net EBT Collections”) as follows:
(a) if the cash payments are received by the Company in free and cleared funds prior to or on the Claims Expiry Date the Net EBT Collections shall be allocated to the Contingency Fund and shall be governed by the terms of Schedule 6 to the SPA and the Buyer shall waive its right to payment in respect of any Tax referred to in clause 3.1(e) of the Tax Deed as is equal to the amount not allocated to the Contingency Fund by virtue of the deductions in determining the Net EBT Collections PROVIDED THAT such Tax will be treated as having been paid to the Buyer by the Sellers under clause 3 of the Tax Deed for the purposes of clause 8 of the Tax Deed);
(b) if the cash payments are received in free and cleared funds by the Company after the Claims Expiry Date then:
(i) if there are any actual or contingent liabilities of the Buyer or any Group Company in connection with the EBT Plan which have not otherwise been collateralised or secured pursuant to paragraph 34 of Schedule 6 to the SPA the Net EBT Collections shall be used to satisfy or collateralise or secure such liabilities in accordance with paragraph 34 of Schedule 6 to the SPA; and
(ii) if not, or if there is any excess after the satisfaction, collateralisation or security described at paragraph 3.1
EBT. The EBT holds 71,641 Target Shares. The Target will take such steps as are within its power to procure that these Target Shares are applied to the maximum extent possible in satisfying outstanding rights under the Share Schemes.
EBT
