Palmosa definition
Examples of Palmosa in a sentence
TDB’s execution and delivery of this Agreement, the other Transaction Documents and its consummation of the transactions contemplated hereby and thereby, have been duly authorized by Palmosa, in its capacity as sole Managing Member, and no other action on its part is necessary to authorize its execution and delivery of this Agreement, the other Transaction Documents and its consummation of the transactions contemplated hereby and thereby.
In the event the Closing occurs, Buyer (as successor in interest to Arcade) shall bear all reasonable costs and expenses of TDB and Palmosa in connection with the transactions contemplated by this Agreement, including, without limitation, Closing expenses, the transaction fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc.
The term “Solicitation” shall mean any action or activity pursuant to which any Person, directly or indirectly, solicits, entertains or enters into any agreement, negotiations with, or furnishes any information to, any Person (other than Arcade or any agent, affiliate, representative or other designee of Arcade), with respect to any Acquisition Proposal, other than discussions among Palmosa and Tsakos in furtherance of the transactions contemplated by this Agreement.
The Palmosa Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations of Palmosa and its Subsidiaries as of the dates, period and year indicated, prepared in accordance with IFRS.
In connection with such efforts, TDB and Palmosa agree that Buyer, concurrently with the Closing, will effect the changes in its board composition set forth in the subsequent two (2) sentences and to establish the committees of the Board for the purpose of complying with the requirements of such securities exchange.
Palmosa has agreed, among other things, to form TDB and cause TDB to: (i) negotiate and enter into the MOAs providing for the acquisition of the Vessels; (ii) establish special purpose Shipco SPVs and to designate the relevant Shipco SPV as its nominee as buyer under each relevant MOA; and (iii) transfer the Interests in the Shipco SPVs, along with all of their right, title and interest in the MOAs, to the Buyer at the Closing, upon the terms and subject to the conditions of this Agreement.
Prior to the date of this Agreement, Palmosa has previously furnished to Arcade a true and correct copy of the Palmosa Financial Statements.
Each of the Palmosa and TDB hereby represents that it is not now engaged in discussions or negotiations with any other party other than Arcade with respect to any Acquisition Proposal.
Except as incurred in the ordinary course of business since December 31, 2007, neither Palmosa nor any of its Subsidiaries has any known material contingent liabilities (including liabilities for Taxes) other than as contemplated hereunder or in connection herewith.
All the membership interests of TDB have been duly authorized and validly issued, are fully-paid and non-assessable, and are owned by Palmosa free and clear of all Restrictions.