WPS Ltd Sample Clauses

WPS Ltd. Financial Statements. The WPS Ltd. Financial Statements have heretofore been delivered to each TPRS Equity Owner. The WPS Ltd. Financial Statements are complete in all material respects, have been prepared in accordance with U.S. GAAP consistently applied and in accordance with the books and records of WPS Ltd., accurately reflect the assets, liabilities and financial condition and results of operations indicated thereby and contain and reflect all necessary adjustments for a fair representation of the WPS Ltd. Financial Statements as of the dates and for the periods covered thereby.
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WPS Ltd s Initial Investment in Bowex. Xxon the terms and subject to the conditions contained herein, and in reliance upon the representations, warranties and agreements contained herein, Bowex xxx the Bowex Xxxreholders, as the case may be, hereby agree to convey, transfer, assign and deliver to WPS Ltd., and WPS Ltd. hereby agrees to acquire from Bowex, xx or before June 30, 1999 (the "Closing Date"), such amounts of ordinary shares of Bowex ("Xrdinary Shares"), cumulative preference shares of Bowex ("Xreference Shares") and partner preferred shares ("Partner Preferred Shares" and, together with the Ordinary Shares and Preference Shares, the "Bowex Xxxres") for the purchase prices set forth below. (All dollar amounts in this Agreement refer to United States Dollars.)
Sample 1
WPS Ltd shall provide written notice to Bowex xxx the Bowex Xxxreholders of its election to exercise the Majority Option. The closing of the Majority Option shall occur within 30 days after such notice. At the closing of the Majority Option, WPS Ltd. shall pay to Bowex xx the Bowex Xxxreholders a purchase price per Majority Share acquired equal to the greater of $10 million or 15 times Bowex'x xxxn most recent trailing four quarters' earnings, after taxes, divided by the total number of Ordinary Shares issued and outstanding prior to the exercise of the Majority Option.
Sample 1
WPS Ltd. Financial Statements. WPS Ltd.'s Financial Statements have been delivered to Bowex xxxed as of December 31, 1998 on or before the Closing Date. WPS Ltd.'s Financial Statements are complete in all material respects and accurately reflect the assets, liabilities and financial condition and results of operations of WPS Ltd. and contain and reflect all necessary adjustments for a fair representation of WPS Ltd.'s Financial Statements, as of the dates and for the periods covered thereby.
Sample 1
WPS Ltd. Membership.
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WPS Ltd. Exchange of Shares. Upon the terms and subject to the conditions contained herein, and in reliance upon the representations, warranties, covenants and indemnifications contained herein, WPS Ltd. hereby agrees to issue to SNSL, on the Closing Date and as of the Effective Date, and SNSL hereby agrees to acquire from WPS Ltd., the WPS Ltd. Exchange Shares.
Sample 1
WPS Ltd. Financial Statements. The WPS Ltd. Financial Statements have heretofore been delivered to TPR Netherlands. The WPS Ltd. Financial Statements are complete in all material respects, have been prepared in accordance with U.S. GAAP consistently applied and in accordance with the books and record of WPS Ltd., accurately reflect the assets, liabilities and financial condition and results of operations indicated thereby and contain and reflect all necessary adjustments for a fair representation of the WPS Ltd. Financial Statements as of the dates and for the periods covered thereby.
Sample 1
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WPS Ltd shall have received a counterpart of the Assignment, fully-executed by the appropriate TPRS Equity Owner and all other parties thereto, relating to each Assigned Agreement, by the terms of which such TPRS Equity Owner will assign to TPRS, to the extent provided for in the Assignment relating to such Assigned Agreement, all or a portion of such TPRS Equity Owner's rights under such Assigned Agreement.
Sample 1

Related to WPS Ltd

  • XXXXXXX COMPANY By: ____________________________________ Name: Title: The undersigned hereby acknowledges receipt of an executed original of this Agreement, together with a copy of the prospectus for the Plan, dated ________, summarizing key provisions of the Plan, and accepts the award of this Option granted hereunder on the terms and conditions set forth herein and in the Plan. Date: ______________________ Optionee:

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • Motorola retains the right to subcontract, in whole or in part, any effort required to fulfill its obligations under this Agreement, provided Motorola shall remain liable for performance hereunder.

  • Xxxxxxxx Tobacco Co the jury returned a verdict in favor of the plaintiff, found the plaintiff to be 30% at fault and RJR Tobacco to be 70% at fault, and awarded $9 million in compensatory damages and $1 million in punitive damages. For a detailed description of the above-described cases, see “— Xxxxx and Xxxxx Progeny Cases” below. In addition, since the end of the third quarter of 2013, jurors returned a verdict in the following Xxxxx Progeny case:

  • Xxxxxxxxx Benefits Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above:

  • Delayed Transfer Employees To the extent that applicable Law or any arrangement with a Governmental Authority prevents the Parties from causing any (a) Honeywell Employee who is intended to be a SpinCo Employee to be employed by a member of the SpinCo Group as of immediately following the Distribution as contemplated by Section 2.01 or (b) SpinCo Employee who is intended to be a Honeywell Employee to be employed by a member of the Honeywell Group as of immediately following the Distribution (each such employee, a “Delayed Transfer Employee” and the SpinCo Group or Honeywell Group entity to which such Delayed Transfer Employee is intended to be transferred, the “Destination Employer”), the Parties shall use commercially reasonable efforts to ensure that (i) such Delayed Transfer Employee becomes employed by the Destination Employer at the earliest time permitted by applicable Law or such agreement with a Governmental Authority and (ii) the Destination Employer receives the benefit of such Delayed Transfer Employee’s services from and after the Distribution, including under the TSA or by entering into an employee leasing or similar arrangement. “Delayed Transfer Employee” shall also include any Honeywell Employee who, following the Distribution, provides services to the SpinCo Group under the TSA and whose employment is intended by Honeywell to transfer to the SpinCo Group following the completion of the applicable TSA service, and with respect to such Delayed Transfer Employees, the Parties shall use commercially reasonable efforts to ensure that any such Delayed Transfer Employee becomes employed by the SpinCo Group as soon as practicable following the completion of the applicable TSA service. From and after the commencement of a Delayed Transfer Employee’s employment with the Destination Employer, such Delayed Transfer Employee shall be treated for all purposes of this Agreement, including Section 4.02, as if such Delayed Transfer Employee commenced employment with the Destination Employer as of the Distribution as contemplated by Section 2.01.

  • Egypt Egyptian British Bank S A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Estonia Hansabank Finland Xxxxxx Bank Plc. France BNP Paribas, S.A. Germany Dresdner Bank AG Ghana Barclays Bank of Ghana Limited Greece National Bank of Greece S.A. Hong Kong Standard Chartered Bank Hungary Citibank Rt. Iceland Icebank Ltd.

  • Xxxxxxxxxxx X Xxxx, Esq., shall have furnished to the Underwriters his written opinion, as Corporate Counsel of the Enterprise Parties, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Exhibit B hereto.

  • Shareholder Account Maintenance a. Maintain all shareholder records for each account in the Trust.

  • Stock Plan Administration Service Provider The Company transfers the Participant's Personal Information to Fidelity Stock Plan Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the Participant's Personal Information with another company that serves in a similar manner. The Stock Plan Administrator will open an account for the Participant to receive and trade Shares acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan. (c)

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