BUSA definition
Examples of BUSA in a sentence
The Parties desire to have only one closing on the sale and purchase of the Shares per year during the Subscription Period; however, the Parties may mutually agree to hold more than one closing per year provided that the aggregate amount of Shares to be sold in any one calendar year shall not exceed the lesser of the BUSA Annual Contribution Amount and the Annual Commitment Amount for such year.
For the avoidance of doubt, it is not necessary for Bioceres’ payment for the Put/Call Shares to be made using cash BUSA actually receives from Verdeca in connection with the Dissolution or BUSA Distributions pursuant to the Operating Agreement; Bioceres may use any valid cash consideration to repurchase such shares.
BUSA hereby unconditionally guarantees to Arcadia the full and timely payment of Bioceres’ obligations pursuant to the Put Right (the “Obligations”).
Notwithstanding any such remittance by the Company of the BUSA Distribution directly to Arcadia, such amount shall be treated, for all purposes as having been (i) first distributed to BUSA pursuant to this Agreement, (ii) then distributed by BUSA to Bioceres, and (iii) having been paid to Arcadia in satisfaction of Bioceres’ obligations pursuant to the Funding Option and Stock Purchase Agreement.
Bioceres shall use the proceeds of each sale of Shares solely and exclusively to cause BUSA to provide the BUSA Contributed Services, as set forth in the Work Plan for that calendar year.
The number of Managers comprising the Management Committee will initially be six (6) Initially, three (3) Managers shall be designated by Arcadia (“Arcadia Managers”) and three (3) Managers shall be designated by BUSA (“BUSA Managers”).
Arcadia may enforce this guaranty against BUSA directly, and at any time, to the maximum extent permitted by applicable law, without enforcing or exhausting any right or remedy against Bioceres.
A refusal by Arcadia to purchase Shares of Bioceres pursuant to this Section 2.2 shall not give BUSA the right to dissolve Verdeca.
The Company shall obtain from all employees of and consultants (other than BUSA, Arcadia and their respective Affiliates) to the Company a standard Employee Inventions Assignment and Non-Solicitation Agreement in a form acceptable to the Management Committee or else be a party to a separate agreement with terms at least as restrictive as those determined thereby.
Verdeca is operating under a Work Plan approved by the Management Committee and the Members and a BUSA Service Contribution is due.