BPLA definition
Examples of BPLA in a sentence
BPLA further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person, with respect to any of the Purchased Intcomex Stock.
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.
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.
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 been given access to and an opportunity to examine such documents, materials and information concerning Intcomex as BPLA deems to be necessary or advisable in order to reach an informed decision as to an investment in Intcomex and BPLA has carefully reviewed and understands these materials and has had answered to its full satisfaction any and all questions regarding such information.
Intcomex shall have taken, or shall take simultaneously with the Closing, all action necessary to cause one director proposed for nomination by BPLA to be elected or appointed to the Board as of the Closing Date.
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.
BPLA has not been offered the Purchased Intcomex Stock by any means of general solicitation or general advertising.
If the Final Closing Date Working Capital has been determined to be more than the Estimated Closing Date Working Capital (the amount of such excess, being referred to herein as the “Overpayment Amount”), then within ten (10) calendar days after the Final Determination Date, Intcomex shall pay to BPLA an amount equal to the Overpayment Amount.
BPLA acknowledges that it has had the opportunity to review this Agreement, the other Transaction Documents, the exhibits and the schedules attached hereto and thereto and the transactions contemplated hereby and thereby with its own legal counsel.