Portescap definition
Examples of Portescap in a sentence
Inter Scan shall have delivered to API Portescap the stock certificates for the Shares and instruments reasonably satisfactory in form and substance to API Portescap and its counsel conveying good title to all of the Shares, free and clear of all liens, encumbrances and security interests.
API Portescap and Inter Scan shall each bear their respective fees, commissions and other expenses incurred by each of them in connection with the negotiation and preparation of this Agreement and in preparing to consummate the transactions contemplated hereby, including, without limitation, the fees and expenses of their respective counsel.
In the event of termination by API Portescap or by Inter Scan pursuant to Section 5.6 hereof, written notice thereof shall forthwith be given to the other parties and the transactions contemplated by this Agreement shall be terminated without further action by the parties hereto.
Immediately after API's subsidiary's acquisition of Inter Scan's shares of Portescap SA pursuant to the Stock Purchase Agreement, the Board of Directors of API shall elect to the nine-person Board of Directors of API a nominee selected by Inter Scan, who shall be acceptable to API's Board of Directors.
The parties recognize that the value of the business being purchased by API Portescap is dependent upon the particular method in which each of the Company and Subsidiaries, has conducted the business and the contacts of each of the Company and Subsidiaries with its customers and that API Portescap is entering into this transaction with a view toward that value.
Complete and correct copies of the Certificates of Incorporation and By-Laws of API and API Portescap have been made available to Inter Scan.
Each of API Portescap and API has obtained all necessary authorization and approval by its Board of Directors for the execution of this Agreement and the consummation of the transactions contemplated hereby, subject to the approval of API's shareholders referred to in Section 4.2(a) below.
API Portescap shall be liable for, and shall indemnify and hold Inter Scan and its subsidiaries harmless against any and all Taxes due or payable by the Company, any Subsidiary or API Portescap with respect to the Company or any Subsidiary for any taxable year or taxable period commencing after the Closing Date.
API Portescap acknowledges that none of the Shares have been registered under the Securities Act or under any state or foreign securities laws.
On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as hereinafter defined), Inter Scan shall sell, and API Portescap shall purchase all of the Shares (as defined below) free and clear of all liens, claims and encumbrances.