WPS Ltd Clause Samples

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.
View SourceView Similar (4)
WPS Ltd. Financial Statements. WPS Ltd.'s Financial Statements have been delivered to Bowe▇ ▇▇▇ed 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.
View Source
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.
View Source
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.
View Source
WPS Ltd. Membership. (i) The Board of Directors of Bowe▇ ▇▇▇ll include membership by two representatives of the WPS Ltd. group of companies; one such representative to be nominated by W.
View Source
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.
View Source
WPS Ltd s Initial Investment in Bowe▇. ▇▇on the terms and subject to the conditions contained herein, and in reliance upon the representations, warranties and agreements contained herein, Bowe▇ ▇▇▇ the Bowe▇ ▇▇▇reholders, as the case may be, hereby agree to convey, transfer, assign and deliver to WPS Ltd., and WPS Ltd. hereby agrees to acquire from Bowe▇, ▇▇ or before June 30, 1999 (the "Closing Date"), such amounts of ordinary shares of Bowe▇ ("▇rdinary Shares"), cumulative preference shares of Bowe▇ ("▇reference Shares") and partner preferred shares ("Partner Preferred Shares" and, together with the Ordinary Shares and Preference Shares, the "Bowe▇ ▇▇▇res") for the purchase prices set forth below. (All dollar amounts in this Agreement refer to United States Dollars.) (a) The 5% Purchase. Bowe▇ ▇▇▇ll issue to WPS Ltd., and WPS Ltd. shall acquire, 66,316 new Ordinary Shares constituting an additional 5% of Bowe▇, ▇▇r a purchase price of $4 per new Ordinary Share or an aggregate purchase price of $265,264 (the "5% Purchase"). (b) The 37.05% Purchase. Immediately following the closing of the 5% Purchase, Bowe▇ ▇▇▇ll issue to WPS Ltd., and WPS Ltd. shall acquire, 42,757 Ordinary Shares for a cash purchase price per new Ordinary Share equal to the Third Party Price (an aggregate value of $234,736). As a result of the foregoing transaction (the "37.05% Purchase"), WPS Ltd. shall own 37.05%, in the aggregate, of the then issued and outstanding Bowe▇ ▇▇▇res. (c) The Partner Preferred Purchase. Immediately following the closing of the 37.05% Purchase, the Bowe▇ ▇▇▇reholders shall transfer to WPS Ltd. all of the 125,000 Partner Preferred Shares then issued and outstanding, having an agreed cash value of $125,000, in exchange for the issuance by WPS Ltd. to the Bowe▇ ▇▇▇reholders of 11,585 common shares of WPS Ltd., par value $0.001 per share ("WPS Shares"), having an agreed value of $10.79 per WPS Share (such exchange shall be referred to as the "Partner Preferred Purchase"). Upon the closing of the Partner Preferred Purchase, Bowe▇ ▇▇▇ll cancel the Partner Preferred Shares. (d) The 40% Purchase. Immediately following the closing of the Partner Preferred Purchase, the Bowe▇ ▇▇▇reholders, on a pro rata basis, shall transfer to WPS Ltd. 31,807 Ordinary Shares owned by them in exchange for the issuance by WPS Ltd. of 16,184 WPS Shares, whereupon WPS Ltd. shall own, in the aggregate, 40% of the then-issued and outstanding Bowe▇ ▇▇▇res.
View Source
WPS Ltd shall provide written notice to Bowe▇ ▇▇▇ the Bowe▇ ▇▇▇reholders 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 Bowe▇ ▇▇ the Bowe▇ ▇▇▇reholders a purchase price per Majority Share acquired equal to the greater of $10 million or 15 times Bowe▇'▇ ▇▇▇n 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.
View Source

Related to WPS Ltd

  • WSIB & LTD An Employee who is receiving benefits under the Workplace Safety and Insurance Act, or under an LTD plan, is not entitled to benefits under a school board’s sick leave and short-term disability plan for the same condition unless the employee is on a graduated return to work program then WSIB/LTD remains the first payor. For clarity, where an employee is receiving partial benefits under WSIB/LTD, they may be entitled to receive benefits under the sick leave plan, subject to the circumstances of the specific situation. During the interim period from the date of the injury/incident or illness to the date of the approval by the WSIB/LTD of the claim, the employee may access sick leave and short-term leave and disability coverage. A reconciliation of sick leave deductions made and payments provided, will be undertaken by the school board once the WSIB/LTD has adjudicated and approved the claim. In the event that the WSIB/LTD does not approve the claim, the school board shall deal with the absence consistent with the terms of the sick leave and short-term leave and disability plans.

  • COLA The COLA will be applied as applicable to the GWI effective on the first pay period after April 1, 2023 and April 1, 2024. The COLA will be calculated by determining the difference between the AABC CPI and the annual general wage increase to the maximum COLA prescribed that year in Wage Schedule (Grids).

  • 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).

  • PRIDE Subject to the agency determination provided for in sections 287.042(1) and 946.515, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

  • Motorola s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee.