RECITALS, EXHIBITS AND DEFINITIONS. Section 1.01. Recitals and Exhibits 2 Section 1.02. Definitions 2
RECITALS, EXHIBITS AND DEFINITIONS. 1.1. In addition to other terms defined elsewhere in this Share Purchase Agreement, the following terms shall have the following meanings:
RECITALS, EXHIBITS AND DEFINITIONS. 1.01. In addition to other terms defined elsewhere in this Share Purchase Agreement, the following terms shall have the following meanings: AA EBITDA The yearly Actual Averaged EBITDA is the EBITDA over the 18 months period following the CLOSING DATE divided by 1.5; AGREEMENT This Share Purchase Agreement by and between the SELLERS and the BUYER, including its recitals and Exhibits, as it may be amended from time to time; APPLICABLE PERCENTAGE Means: 70% for VOLTEO, 20% for AGRIHOLDING and 10% for OVERLAND; BALANCE SHEET The balance sheets as of December 31st, 2013 of each SPV attached hereto as Exhibit 1.01.a.; BUSINESS DAY Any calendar day on which banks are open for business in Milan, Italy and in Israel; CHANGE OF CONTROL CONTRACT All contracts entered into by each SPV with third parties and/or by the SELLERS with reference to a specific SPV, hereto attached under Exhibit 4.01.a., (i) which require a consent of such third parties to the transaction contemplated herein (and in this case the BUYER shall cooperate with the SELLERS, in order to achieve the aforementioned consent), or (ii) which require any prior notification of the transaction contemplated herein to such third parties; CLOSING The set of actions described in Article 6.02. below; CLOSING DATE The date on which the CLOSING will take place pursuant to Article 6.02. below; CONDITIONS All conditions precedent, as set forth in Article 4.01. below, upon which the CLOSING and the transfer of the SHARES are conditional; EBITDA For the purposes of this AGREEMENT, EBITDA has the following meaning: “Total cash revenues received minus all cash expenditures made during the relevant period excluding principle and interest payments due to the bank and taxes”; ENCUMBRANCE(S) Any charge, pledge, mortgage, lien (diritti reali di godimento o garanzia), restriction (including any right to acquire, option, right of first refusal or right of pre-emption), title retention or any other agreement or arrangement, the effect of which is the creation of third party rights of any nature, or any agreement or arrangement to create any of the same; EQUITY IRR TARGET Means the target Equity Investment Return Rate on the AGREED PURCHASE PRICE as calculated in the Base Model attached hereto as Exhibit 3.01.a (hereinafter referred to as the “BASE MODEL”), which shall be at least 25% (twenty five per cent) on the AGREED PURCHASE PRICE; GAAP The Italian generally accepted accounting principles approved by the Cxxxxxxxx Nazional...
RECITALS, EXHIBITS AND DEFINITIONS. Recitals “A” through “C” (the “Recitals”) of this First Amendment—Settlement are incorporated by reference as if fully set forth herein. Capitalized terms not otherwise defined in this First Amendment—Settlement shall have the meanings ascribed to them in Development Agreement [C2015-288-48-2-1] dated as of December 17, 2015, and recorded on January 14, 2016, in the Official Records of Maricopa County Recorder of Arizona, as Instrument No. 2016-0025590 (the “Original Development Agreement”).
RECITALS, EXHIBITS AND DEFINITIONS
