AAGES definition
Examples of AAGES in a sentence
AAGES is a global utility infrastructure company jointly owned by a Subsidiary of AQN and a Subsidiary of Abengoa, S.A. (“ABG”).
AY agrees to execute such documents and take such other action as may be reasonably requested by AAGES to confirm and give full effect to the foregoing.
Nothing contained in this Agreement, and no action taken by the Parties pursuant to this Agreement, shall be deemed to constitute a relationship between AQN and AAGES on the one hand and AQN on the other hand of partnership, joint venture, principal and agent or employer and employee.
On 5 March 2018, AQN, AAGES and the Company entered into a shareholders agreement setting forth, inter alia, certain governance rights and standstill obligations of AQN and AAGES in their capacity as shareholders of the Company (the “Shareholders Agreement”).
Except in connection with on-sale of the Shares to AAGES (AY Holdings) B.V., no Party may assign its rights under this Agreement.
AQN, through its subsidiary AAGES (AY Holdings) B.V. (“AQN’s Subsidiary”), wishes to subscribe for the AQN Shares (as defined below) as part of a private placement by BofA (the “AQN Placing”).
The Parties hereby acknowledge and agree that neither the direct or indirect interest of any AAGES Company in any Facility, nor the direct or indirect Transfer thereof by any AAGES Company, shall be subject to any rights or restrictions in favor of any AY Company other than (i) pursuant to this Agreement or (ii) as may expressly be agreed in writing by AAGES or the applicable AAGES Company.
The rights granted to AY in this Agreement are granted in exchange for a Fee paid by any AY Company in exchange for any ROFO Interest, which shall be paid by or on behalf of such AY Company, simultaneously with the closing of the Transfer of such ROFO Interest to an AY Company, to a bank account designated by the AAGES Company that is the seller of such ROFO Interest.
Notwithstanding the foregoing, AAGES shall, and shall cause each AAGES Company to, use commercially reasonable efforts (without the incurrence of financial burden) to exempt from any Existing Right any Transfer of a ROFO Interest to any AY Company pursuant to this Agreement.
Other than Existing Rights, AAGES represents and warrants that it has not and will not grant to any other Person any other right of first offer, right of first refusal or other similar agreements in relation to any ROFO Interests, unless (a) such rights will not be exercisable with respect to any Transfer (or proposed Transfer) of such ROFO Interests to AY pursuant to this Agreement, or (b) AY has consented thereto in writing.