Topaz Sample Clauses

Topaz. All amounts required to be deposited by or on behalf of the Topaz Project Company under the Topaz PPA have been deposited. The Topaz Project Company (or the Company on behalf of the Topaz Project Company) has met and satisfied the requirements of all “Milestone Dates” scheduled to occur under the Topaz PPA as of the date hereof. Neither the Company, the Topaz Project Company nor any other Subsidiary of the Company has received written notice (or, to the Company’s knowledge, oral notice) from PG&E or the Cal-ISO of the existence of any fact or circumstance specific to the Topaz Project that will result in the Topaz Company’s failure or inability to satisfy or otherwise achieve any Milestone Date scheduled to occur under the Topaz PPA after the date hereof. Neither the Company nor any of its Subsidiaries has sold or transferred, agreed or committed to sell or transfer, or granted any options or rights to purchase Environmental Attributes related to the electric power to be generated by any Project except as and to the extent provided in the Topaz PPA and any other power purchase agreement included in the Project Contracts and set forth in Section 2.21 of the Company Disclosure Letter.

Topaz. Advance Gems, and Best Worth agree to the exchange of stock as follows: (a) Best Worth will transfer to Topaz 98,000,000 Baht shares of the preferred stock of Advance Gems, which constitutes all of the issued and outstanding shares of preferred stock of Advance Gems; (b) In exchange for the transfer of shares by Best Worth in "a", Topaz will issue shares of its convertible preferred stock and cause appropriate shares certificates to be delivered to Best Worth as follows: (i) upon consummation of this Agreement, eleven million (11,000,000) shares of the voting convertible preferred stock of Topaz representing forty-four percent (44%) of the voting and dividend rights of Topaz following such issuance; and (ii) immediately upon receipt of the auditor's records of profits by Advance Gems, an additional number of shares of the voting convertible preferred stock of Topaz equal to the aggregate percentage increase in the 1999 profits of Advance Gems over 1998 aggregate profits of four million five hundred thousand dollars ($4,500,000). For example, if the combined 1999 profits of Advance Gems amount to an increase of fifty percent (50%) over into the combined 1998 profits, there would be an additional issuance to Best Worth of four million (4,000,000) shares.