BTVC definition
Examples of BTVC in a sentence
BTVC shall own, of record and beneficially, on the Closing Date, the Seller's Indirect Vivax Shares it presently owns, free and clear of any liens and encumbrances.
Without prejudice to the foregoing, the direct Transfer of Vivax’ shares may be carried out by BTVC, provided that it is fiscally neutral to the Parties.
Seller and Vivax provided NET, in the Due Diligence, with any and all agreements currently in force entered into by and between the Seller (as well as its Affiliates and Related Parties), on one side, and Vivax (as well as its Affiliates and Related Parties) or BTVC (as well as its Affiliates and Related Parties), on the other side.
Prior to the Closing Date, BTVC will promote a capital increase to be paid-in with credits currently held by HTI against BTVC and, as a result thereof, BTVC shall issue new shares to be subscribed and paid-in by HU, provided that, after such capitalization, HTI will remain owner of shares representing 82.81% (eighty two point eighty one percent) of the total capital stock of BTVC.
To the Seller's knowledge, all material documents related to Vivax and BTVC were made available to NET during the Due Diligence.
Seller and BTVC have, on the date hereof, and will have until completion of the Transaction set forth herein, full capacity and legal authority to enter into and execute this Agreement, to carry on the Transaction and to perform all their obligations set forth herein.
The execution of this Agreement and the performance of the obligations undertaken herein do not (a) breach any provision of the By-Laws of Vivax or of BTVC; nor (b) conflict with or breach any law to which the Seller, BTVC or Vivax are subject; nor (iii) constitute a breach of any material agreement or instrument to which the Seller, BTVC or Vivax is a party or by which the Seller, BTVC or Vivax is bound, or to which any property or asset of the Seller, of BTVC or of Vivax is subject.
On the date hereof, HTI owns 32,281 (thirty two thousand and two hundred and eighty) common shares and 133,334 (one hundred and thirty three thousand and three hundred and thirty four) preferred shares, representing 82.81% (eighty two point eighty one percent) of the total capital stock of BTVC.
From the beginning of the Regulated Transfer Period or NET’s Exclusive Rights Period, whichever comes first, and during its validity period, NET hereby agrees to search for any third parties interested in acquiring the total shares issued by BTVC and held by ▇▇▇▇▇▇▇ “Norbert’s BTVC Shares”), by means of engaging one of the Investment Banks listed in Attachment 5.2(e) hereto.
BTVC and Vivax are duly organized and validly existing in accordance with the laws of the jurisdictions of the Federative Republic of Brazil, in good standing and complying, in all material aspects, with applicable rulings and directives from relevant administrative and regulatory agencies to which they may be subject, with full capacity and legal authority to conduct the Business and to own and operate their assets and to hold all "concessões" and licenses necessary or required therefor.