TK Agreement definition
Examples of TK Agreement in a sentence
The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of its rights and interest under TK Agreement No.2 (other than this Agreement).
At the Closing the Buyer shall determine the allocation of the amount of the TK Payment among (i) the repayment of the TK Investment, (ii) the distribution of all accrued Net Profits and Net Losses, and (iii) the termination payment to compensate TK Investor No.2 for loss of benefit under TK Agreement No.2.
The Seller is beneficially entitled to its rights under TK Agreement No.2, free and clear of any restrictions on transfer, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.
On the Bunkatsu Date, ▇▇▇▇▇▇▇ ▇▇ and BKK shall enter into a termination agreement in form and substance substantially as set forth in Exhibit J (the "TK Termination Agreement"), providing for the termination of the TK Agreement on the date the Kaisha Bunkatsu takes place but immediately before the Kaisha Bunkatsu becomes effective.
All other monies required to be paid by BKK to ▇▇▇▇▇▇▇ ▇▇ in connection with the termination of the TK Agreement shall be paid in accordance with the terms and conditions of the TK Termination Agreement.
The Relevant Project Company is not a party to any other tokumei kumiai agreement or any other profit sharing arrangement with any Person other than the Relevant TK Agreement.
BKK shall distribute to ▇▇▇▇▇▇▇ ▇▇, or any other Person designated in writing by ▇▇▇▇▇▇▇ ▇▇, the original Tokumei Kumiai Capital Contribution (as such terms are defined in the TK Agreement) in cash in an amount equal to ¥23,200,000,000 on the Bunkatsu Date in accordance with the terms and conditions of the TK Termination Agreement.
In the event that the TK Agreement terminates prior to the date the Kaisha Bunkatsu takes place, the parties agree to take all actions necessary to create the same economic effect for each party as if the TK Agreement were in full force and effect through and including the date the Kaisha Bunkatsu takes place.
Except (x) as otherwise contemplated by this Agreement or (y) as otherwise consented to or approved in advance in writing by the Purchaser (which consent or approval shall not be unreasonably withheld, conditioned or delayed), during the Interim Period, each Seller shall not (i) amend, revise or change in any material respect, (ii) waive any material right under or (iii) terminate, in each case any Relevant TK Agreement.