Examples of BPLA in a sentence
BPLA is aware of the limits on resale imposed by virtue of the transaction contemplated by this Agreement and is aware that the certificates for the Purchased Intcomex Stock will bear restrictive legends.
All subsequent offers and sales by BPLA of the Purchased Intcomex Stock shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from such registration.
At the Closing, BPLA and Intcomex shall execute the Fifth Amendment.
BPLA has reviewed with its own tax advisors the federal, state and local tax consequences of the investment in the Purchased Intcomex Stock, where applicable, and the transactions contemplated by this Agreement and the other Transaction Documents.
BPLA has not been offered the Purchased Intcomex Stock by any means of general solicitation or general advertising.
BPLA owns 100% of the outstanding equity interests (the “Colombia Equity Interests”) of Brightpoint de Colombia Limited, a company organized and existing under the laws of the British Virgin Islands (“BP Colombia Limited”), which owns 100% of Brightpoint de Colombia Inc.
In this connection, BPLA represents that it is familiar with Rule 144 under the Securities Act (“Rule 144”), as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
At or prior to the Closing, BPI shall, and shall cause its Subsidiaries to, eliminate, release, transfer, terminate or settle, to the reasonable satisfaction of Intcomex, all intercompany receivables and payables between BPLA and the Purchased Subsidiaries, on the one hand, and BPI and any other Subsidiaries thereof, on the other hand.
BPLA has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the Purchased Intcomex Stock, including the risk that BLPA could lose the entire value of the Purchased Intcomex Stock, and has so evaluated the merits and risks of such purchase.
BPLA is acquiring the Purchased Intcomex Stock for investment for BPLA’s own benefit and account for investment purposes only, not as a nominee or agent, and not with the view to, or for resale or distribution of any part thereof in connection with, any public offering or distribution thereof, nor with any present intention of selling, granting any participation in, or otherwise distributing any such Purchased Intcomex Stock.