Xxxxxx Brothers Commercial Corporation Asia Limited Sample Clauses

Xxxxxx Brothers Commercial Corporation Asia Limited. Address: Two International Finance Centre, 26th Floor, 0 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx Attn: Xxxxx Xxx Xxxxxx Brothers Commercial Corporation Asia Limited
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Xxxxxx Brothers Commercial Corporation Asia Limited. (Lead Buyer) 24F, Two International Finance Xxxxxx 0, Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx +000-0000-0000 Attn: Xxxxxx Xxxx Email: xxxxxx.xxxx@xxxxxx.xxx $30,000,000 to be allocated as follows: $8,571,429 for the Closing Note; $6,428,571 for the Henglong Note; and $15,000,000 for the Escrow Note $10,000,000 to be allocated as follows: $5,000,000 for the Closing Warrants; and $5,000,000 for the Escrow Warrants $30,000,000 Xxxxxxx Procter LLP Xxxxxxxx Xxxxx Xxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxxxxx X. Xxxx and Xxxxx X. Xxxxxxxxxx YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx Suite 3700 Jersey City, NJ 07302 (201) 985-8266 Attn: Xxxxx Xxxxxxxx Email: xxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx $5,000,000 to be allocated as follows: $1,428,571 for the Closing Note; $1,071,429 for the Henglong Note; and $2,500,000 for the Escrow Note $1,666,666 to be allocated as follows: $833,333 for the Closing Warrants; and $833,333 for the Escrow Warrants $5,000,000 Xxxxx Xxxxxxxx, Esq. 000 Xxxxxx Xxxxxx Suite 3700 Jersey City, NJ 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 EXHIBITS Exhibit A-1 Form of Closing Note Exhibit A-2 Form of Henglong Note Exhibit A-3 Form of Escrow Note Exhibit B-1 Form of Closing Warrant Exhibit B-2 Form of Escrow Warrant Exhibit C Form of Registration Rights Agreement Exhibit D Form of Escrow Agreement Exhibit E Form of Irrevocable Transfer Agent Instructions Exhibit F Form of Secretary’s Certificate Exhibit G Form of Officer’s Certificate SCHEDULES Schedule 3(a) Subsidiaries Schedule 3(k) SEC Documents Schedule 3(l) Absence of Certain Changes Schedule 3(q) Transactions with Affiliates Schedule 3(r) Equity Capitalization Schedule 3(s) Indebtedness and Other Contracts Schedule 3(t) Absence of Litigation Schedule 3(x)(v) Company Registered Intellectual Property Schedule 3(z) Subsidiary Rights Schedule 3(ee) Ranking of Notes Schedule 4(o) Permitted Issuances/Transactions
Xxxxxx Brothers Commercial Corporation Asia Limited a company incorporated in Hong Kong SAR, China with its principal place of business at Two International Finance Centre, 00xx Xxxxx, 0 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx (“Xxxxxx Brothers”); and

Related to Xxxxxx Brothers Commercial Corporation Asia Limited

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Name; State of Organization; Chief Executive Office; Collateral Locations (a) The exact legal name of each Borrower and Guarantor is as set forth on the signature page of this Agreement and in the Information Certificate. No Borrower or Guarantor has, during the five years prior to the date of this Agreement, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property or assets out of the ordinary course of business, except as set forth in the Information Certificate.

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • citizens abroad 2. Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

  • Massachusetts Business Trust With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term “Fund” means and refers to the trustees from time to time serving under the applicable trust agreement of such trust, as the same may be amended from time to time (the ‘Declaration of Trust”). It is expressly agreed that the obligations of any such Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the trust property of the Fund as set forth in the applicable Declaration of Trust. In the case of each Fund which is a Massachusetts business trust (in each case, a “Trust”), the execution and delivery of this Agreement on behalf of the Trust has been authorized by the trustees, and signed by an authorized officer, of the Trust, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

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