Belleli definition
Examples of Belleli in a sentence
Neither HCHC nor SJMB shall sell, transfer, assign or encumber all or a part of the HCHC Ownership Interest in Belleli or the SJMB Ownership Interest in Belleli, respectively, following the Effective Date hereof without the prior written joint consent of SJMB and HCHC, or as provided for in Article V or Article IX of this Agreement.
In the event that the Proposing Party gives notice to the Other Party of a Triggering Valuation with the intent to conduct a sale of all of the equity interests in or substantially all of the assets of Belleli and HCC Mantova to an Unaffiliated Third Party, the Proposing Party shall so state in the notice to the Other Party.
Such financial statement was prepared by Belleli in good faith and is based on reasonable assumptions.
All agreements among SJMB, the Hanover Entities and Belleli are hereby terminated (including without limitation, those listed on Schedule 12.1-1 attached hereto) excluding (i) this Agreement and any other documents, instruments and certificates delivered or executed in connection herewith and (ii) those agreements listed in Schedule 12.1-2.
A list of the material assets of Belleli as of the Effective Date is attached as Schedule 10.3(i) ("Belleli Assets").
Parent is reviewing whether certain costs and expense estimates made in connection with certain projects undertaken by Belleli Energy S.r.l. and its Subsidiaries (collectively, the “Belleli Entities”) were either under-reported or reported during incorrect periods.
Other than this Agreement and the Statuto of Belleli, the HCHC Initial Belleli Quotas are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the HCHC Initial Belleli Quotas.
Upon delivery to HCHC at the Closing of a notarized instrument of transfer in respect of the Subject Quotas as provided by and in accordance with, the provisions of Article 2479 of the Italian Civil Code, and upon SJMB's receipt of the Purchase Price, and upon HCHC being entered in the Register of Members of Belleli as the holder of the Subject Quotas, good and valid title to the Subject Quotas will pass to HCHC, free and clear of any Encumbrances of any kind.
The Borrower will not pay any of the expenses related to SJMB's purchase of Belleli Energy until the Exit Fee, the Extension Fee and the Deferred Interest have all been repaid in full and, even after each of those items have been repaid in full, the Borrower shall not make any payment of the expenses related to SJMB's purchase of Belleli Energy if, after taking into account such a payment, an Event of Default would arise hereunder.
As reflected in the quotaholders' ledger of Belleli on file with Belleli's registrar, (i) the authorized quotas of Belleli consist of 6,694,287 quotas, (ii) SJMB is the record holder of 3,988,773 quotas, equal to a 59.58% interest in Belleli, and (iii) HCHC is the record holder of 2,698,679 quotas, equal to a 40.31% interest in Belleli.