Team Enterprises Sample Clauses

Team Enterprises. Subject to the terms of this Agreement, as full consideration for the sale, assignment, transfer and delivery of the Team Enterprises Purchased Assets and the execution and delivery of this Agreement and the transactions contemplated hereby, Fresno Sub shall deliver to Team Enterprises at the Closing (collectively the “Team Enterprises Purchase Price”): (i) fully paid and nonassessable shares of Parent Common Stock (collectively, the “Team Enterprises Shares”) in an amount equal to Three Million Sixty-Seven Thousand Dollars ($3,067,000) divided by the Per Share Price as determined in accordance with Section 2.2(a)(iii); and (ii) Two-Hundred Thousand Dollars ($200,000) (the “Team Enterprises Cash Amount”), payable by wire transfer of immediately available funds. The Team Enterprises Cash Amount is subject to adjustment in accordance with Section 2.3. (iii) The Price Per Share shall be calculated as follows: (A) If the Average Parent Stock Price (as defined below in Section 2.7(a)(iii)(C)) is equal to or more than $3.50 (the “Upper Limit”), then the Price Per Share shall be $3.50 per share. (B) If the Average Parent Stock Price is less than the Upper Limit then the Price Per Share shall be the Average Parent Stock Price. (C) For purposes of this Agreement, “Average Parent Stock Price” means an amount equal to the average of the daily closing sale prices for the Parent Common Stock for each of the five (5) consecutive trading days ending with and including the second (2nd) complete trading day prior to the Closing (as adjusted for any reclassification, recapitalization, subdivision, split-up, combination, exchange of shares or readjustment of, or a stock dividend on, the Parent Common Stock as provided in Section 2.2(a)(iv).
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Related to Team Enterprises

  • Joint Enterprise Each Borrower has requested that Agent and Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage. Borrowers acknowledge that Agent’s and Lenders’ willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request.

  • Associated Enterprises Where (a) an enterprise of a Contracting State participates directly or indirectly in the management, control or capital of an enterprise of the other Contracting State, or (b) the same persons participate directly or indirectly in the management, control or capital of an enterprise of a Contracting State and an enterprise of the other Contracting State, and in either case conditions are made or imposed between the two enterprises in their commercial or financial relations which differ from those which would be made between independent enterprises, then any profits which would, but for those conditions, have accrued to one of the enterprises, but, by reason of those conditions, have not so accrued, may be included in the profits of that enterprise and taxed accordingly.

  • Continuity of Business Enterprise The Target operates at least one significant historic business line, or owns at least a significant portion of its historic business assets, in each case within the meaning of Reg. Section 1.368-1(d).

  • Minority Business Enterprise The Recipient shall comply with the minority business requirements pursuant to Section 164.07(A) of the Revised Code and rule 164-1-32 of the Administrative Code when making direct purchases of equipment, materials or supplies.

  • Minority and Women’s Business Enterprises Compliance Award of this Contract was based, in part, on the Minority and/or Women’s Business Enterprise (“MBE” and/or “WBE”) participation plan as detailed in the Minority and Women’s Business Enterprises Subcontractor Commitment Form, commonly referred to as “Attachment A” in the procurement documentation and incorporated by reference herein. Therefore, any changes to this information during the Contract term must be approved by MWBE Compliance and may require an amendment. It is the State’s expectation that the Contractor will meet the subcontractor commitments during the Contract term. The following MBE/WBE Division (“Division”) certified MBE and/or WBE subcontractors will be participating in this Contract: [Add additional MBEs and WBEs using the same format.] MBE or WBE COMPANY NAME PHONE EMAIL OF CONTACT PERSON PERCENT A copy of each subcontractor agreement must be submitted to the Division within thirty (30) days of the effective date of this Contract. The subcontractor agreements may be uploaded into Pay Audit (Indiana’s subcontractor payment auditing system), emailed to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇.▇▇▇, or mailed to MWBE Compliance, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Street, Indianapolis IN 46204. Failure to provide a copy of any subcontractor agreement may be deemed a violation of the rules governing MBE/WBE procurement and may result in sanctions allowable under 25 IAC 5-7-8. Requests for changes must be submitted to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇.▇▇▇ for review and approval before changing the participation plan submitted in connection with this Contract. The Contractor shall report payments made to Division certified subcontractors under this Contract on a monthly basis using Pay Audit. The Contractor shall notify subcontractors that they must confirm payments received from the Contractor in Pay Audit. The Pay Audit system can be accessed on the IDOA webpage at: ▇▇▇.▇▇.▇▇▇/▇▇▇▇/▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇. The Contractor may also be required to report Division certified subcontractor payments directly to the Division, as reasonably requested and in the format required by the Division. The Contractor’s failure to comply with the provisions in this clause may be considered a material breach of the Contract.