SOUTH AMERICAN RESTRUCTURING AND RELATED MATTERS Sample Clauses

SOUTH AMERICAN RESTRUCTURING AND RELATED MATTERS. Prior to Closing, Seller shall, or shall cause its Subsidiaries to, (i) transfer all of the right, title and interest of Seller, or the applicable Subsidiary or Subsidiaries of Seller (other than an Acquired Company), in, to and under all of the assets, properties, rights, Contracts and claims of Seller, or such Subsidiary or Subsidiaries, located in Argentina, whether tangible or intangible, real, personal or mixed, in each case, Related to the Business but excluding the Excluded Assets, to Brake Parts Argentina S.A. (the "ARGENTINE TRANSFER"); (ii) transfer all of the right, title and interest of Seller, or the applicable Subsidiary or Subsidiaries of Seller (other than an Acquired Company), in, to and under all of the assets, properties, rights, Contracts and claims of Seller, or such Subsidiary or Subsidiaries, located in Venezuela, whether tangible or intangible, real, personal or mixed, in each case, Related to the Business but excluding the Excluded Assets, to Echlin de Venezuela C.A.; (the "VENEZUELAN TRANSFER"), (iii) transfer all of the right, title and interest of Seller, or the applicable Subsidiary or Subsidiaries of Seller (other than an Acquired Company), in, to and under all of the assets, properties, rights, Contracts and claims of Seller, or such Subsidiary or Subsidiaries, located in Brazil, whether tangible or intangible, real, personal or mixed, in each case, Related to the Business but excluding the Excluded Assets, to AAG
Sample 1
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Related to SOUTH AMERICAN RESTRUCTURING AND RELATED MATTERS

  • TRAINING AND RELATED MATTERS The parties recognise that in order to increase the efficiency and productivity of the company a significant commitment to structured training and skill development is required. Accordingly the parties commit themselves to:

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 20,000,000 shares of Preferred Shares, par value $.0001(“Preferred Stock”), of which 31,590,949 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. No Common Stock (i) was issued in violation of the preemptive rights of any shareholder, or (ii) is held as treasury stock.

  • Definitions and Related Matters Capitalized terms used in this Amendment shall have the meaning specified therefor in the License Agreement, and, in addition, the following terms shall have the meaning set forth below:

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Local Health Integration Networks and Restructuring In the event of a health service integration with another service provider the Employer and the Union agree to meet.

  • Certain Corporate Transactions In the event of certain corporate transactions, this Option shall be subject to adjustment as provided in Section 16 of the Plan. In the event of a Change in Control, this Option shall be subject to the provisions of Section 17 of the Plan.

  • LABOUR MANAGEMENT RELATIONS 30.01 A Labour/Management Relations Committee shall be appointed, consisting of a maximum of two (2) Shop Stewards from the Union, and a maximum of two (2) representatives from the Co-operative. The full-time Union Representative may also attend these meetings from time to time. The Committee shall meet at the request of either party, for the purpose of discussing matters of mutual concern. Time spent by bargaining unit employees in carrying out the functions of this Committee shall be considered as time worked and shall be paid for by the Co-operative. The Committee shall not have jurisdiction to interpret and/or amend the Collective Agreement.

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