VEX definition
Examples of VEX in a sentence
The VEX Contribution is subject to the assumption by the Acquirer or its designated Affiliates of all the contracts and leases set forth on Schedule 2.4 (the “Assumed Contracts and Leases”).
At the Closing, in consideration for the VEX Contribution, the Acquirer shall: (a) pay to the Contributor an amount in cash equal to $171.0 million (the “Cash Consideration”), at least forty percent (40%) of which shall be sourced by the Acquirer solely from proceeds of the Acquirer Debt; and (b) issue the New Common Units to the Contributor.
To the Contributor’s Knowledge, VEX is not subject to, any material Liability, except Liabilities required to be incurred pursuant to this Agreement or the other Transaction Documents or otherwise in connection with the Transactions.
Each Material Contract is in full force and effect, and none of the Contributor, VEX or their applicable Affiliates, as the case may be, or, to the Contributor’s Knowledge, any counterparty thereto, is in breach or default thereunder and no event has occurred that upon receipt of notice or lapse of time or both would constitute any breach or default thereunder, except for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect.
None of the Contributor, VEX or their applicable Affiliates has given or received from any third party any written notice of any action or intent to terminate or amend in any material respect any Material Contract except as provided in Schedule 3.13(b).
This Agreement shall be effective upon the Effective Time (as defined in the Agreement and Plan of Merger, dated November 4, 2003 by and among TIHL, VEX Merger Subsidiary Corp.
The Contributor or its Affiliates have complied in all material respects with all terms and conditions of the Material VEX Permits.
There are no options, warrants, purchase rights, Contracts or other securities exercisable or exchangeable for any equity interests of VEX, any other commitments or Contracts providing for the issuance of additional equity interests, or for the repurchase or redemption of the Contributed Interests, or any Contracts of any kind which may obligate VEX to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests.
None of such Material VEX Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the Transactions.
No Litigation is pending or, to the Contributor’s Knowledge, threatened with respect to any alleged failure by the Contributor or its Affiliates (i) to have any Material VEX Permit necessary for the conduct of the Business and the ownership and operation of the VEX Pipeline or (ii) to be in compliance with any Material VEX Permit.