Target Companies. Within thirty (30) days after Commencement Date, a special committee (the "COMMITTEE") of the EGPI Board shall be established to meet with the Executive and _________________ (collectively, the "MANAGERS") to establish guidelines (the "GUIDELINES") for acquisitions of companies similar to the Company. After the Guidelines have been established and approved by the EGPI Board, the Managers may from time to time bring acquisition candidates (a "TARGET COMPANY" or the "TARGET COMPANIES") to the Committee for review. If the acquisition terms of a Target Company comply with the Guidelines, EGPI will make available a pool of Common Stock and apportion cash which may be available from EGPI for the acquisition of the Target Company as a wholly-owned subsidiary of the Company, pursuant to any acquisition structure recommended by the Company's attorneys, accountants or other professional advisors. As soon as practicable after the acquisition of the Company, the Committee and the Managers shall establish reasonable financial goals for the results of operations of any Target Company acquired, to include target sales, target growth in sales, and target earnings before interest, depreciation, taxes and amortization, as determined in accordance with United States generally accepted accounting principles ("EBITDA"), hereinafter collectively the "TARGET GOALS." At the end of each full fiscal year of operation for any Target Company, EGPI shall cause an audit of the Target Company to be performed by EGPI' accountants (the "TARGET REVIEW"). The board of directors of EGPI (the “Board”) shall compare the financials of the Companies to the projected financials of the Company and determine a Bonus Pool. The cumulative Bonus Pool shall be 50% of the earnings in excess of 110% of the Earnout Target. In the event the results of operation of each Target Company, as determined by the Target Review, is equal to greater than the Target Goals, then an amount not less than Twenty-Five Percent (25%) of the net income of any Target Company, as established by the Target Review, would be paid to the Managers, in accordance with each Manager's Employment Agreement, in cash or in common stock of EGPI, at the Company's option, in accordance with the example set forth in EXHIBIT A hereto. The incentive compensation payable under this Section shall be cumulative over a three (3) year period.
Target Companies. Notwithstanding any provisions of this Section 6.17 to the contrary, the Target Companies shall satisfy the requirements of this Section 6.17 within ninety (90) days following the Amendment Effective Date.
Target Companies. (a) NextRx LLC is a limited liability company validly existing and in good standing under the Laws of the State of Ohio and has all requisite limited liability company power and authority to carry on its business as now being conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. NextRx is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. NextRx Services is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New York and has all requisite corporate power and authority to carry on its business as now being conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each Target Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the character or location of the properties owned, leased or operated by such Target Company or the nature of the business conducted by it makes such qualification necessary, except for such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Prior to the execution of this Agreement, Seller has made available to Purchaser true, complete and correct copies of the certificates of incorporation and bylaws (or other similar governing documents) for each Target Company.
Target Companies. Target Companies shall mean (i) entities that are Portfolio Companies as of the Formation Date, (ii) successors to the entities described in clause (i), or (iii) entities that are approved pursuant to paragraph 8.5(a); it being understood that such entities must be engaged in the business of, or related to, blockchain technology.
Target Companies. The authorized capital stock of Fiserv Affinity consists of 1,000,000 shares of common stock, of which 25,000 shares as of the date hereof are issued and outstanding. The authorized capital stock of TIB consists of 10,000 shares of common stock, of which 10,000 shares as of the date hereof are issued and outstanding. The authorized capital stock of Fiserv Brokerage consists of 50,000 shares of common stock, of which 25,000 shares as of the date hereof are issued and outstanding. All of the Target Shares have been duly authorized and validly issued and are fully paid and non-assessable, and are owned beneficially and of record by Seller.
Target Companies. “Target Companies” shall mean: (a) the Company; and (b) each of Company’s Subsidiaries.
Target Companies. The Company intends to use the proceeds of this offering to invest in four complementary clean energy technology companies. These companies (“Target Companies”) are: • Brillouin Energy Corp. • Cool Energy • Cyclone Power Technologies • MTPV Brillouin Energy Corp.’s LENR systems will act as the heat generation component of an entirely new class of heat and electrical generation systems. The stock purchase by BEC Ltd. will accelerate Brillouin Energy Corp.’s materials science manufacturing development and the on-boarding of the necessary third-party manufacturing ecosystem to ensure a swift and high-volume entry into the commercial marketplace. Cool Energy’s ThermoHeart® thermo-electric solution provides an even higher efficiency of thermal conversion to electricity than turbine technology. Additionally, it requires no ongoing operator maintenance. The BEC Ltd. investment will target the next generation development of an even more efficient ThermoHeart® engine, which will likely find its way into commercial solutions where onsite operators are logistically problematic. Cyclone Power Technologies is the developer of the award-winning Cyclone Engine – an all fuel, eco- friendly thermal engine with the power and versatility to run everything from power generators fueled by biomass, waste fuels, solar thermal or engine exhaust, to cars, trucks and locomotives. MTPV’s semiconductor chips provide an extremely efficient and cost-effective heat-to-electricity conversion solution. MTPV will use the investment from the BIF to broaden their source heat requirements to support a range that falls within a LENR system’s heat output profile. The Target Companies have been selected to accelerate the commercialization of LENR heat and electrical generation systems. These commercial systems, when made broadly available, will significantly reduce the costs of heating and electrical provision for residential and commercial customers globally. The Company will use the proceeds of the BIF Unit Sale to purchase equity in the Target Companies. Currently, the portfolio weighting of these purchases is anticipated as follows: • Brillouin Energy Corp.: 70% • MTPV: 10% • Cyclone Power Technologies: 10% • Cool Energy: 10% The Company intends to use the proceeds of this offering to purchase stock in the Target Companies. The final structure of the investments into Brillouin Energy, MTPV, Cool Energy, and Cyclone Power Technologies will be communicated to investors in the BIF following the...
Target Companies. Ownership structure of Target Companies The ownership structure of the Target Companies is set out below: The Company 100% Shunfeng Photovoltaic Holdings 100% Shunfeng Photovoltaic Investments 100% 95% 100% 90% 95% 95% 90% 100% 5% 10% 5% 5% 10% hai eng Xxxxx Xxxxx Hejing Yixin Xxxxx Xxxxxxxx Tulufan Lianxing Heshuo Hengxin Xxxxxxx Xxxxx esu ng Ak Data Xxxxxxx Xxxxxxxx Further details of the Target Companies are set out as follows: Name of Target Company Principal business Projects involved Grid-connected Principal place of business Equity interest held by the Group
Target Companies. (i) Each Building Products Company is a corporation, as set forth on Schedule 3.4, duly organized, validly existing and in good standing under the laws of Michigan, as applicable, with all requisite power and authority to own, operate and lease its properties and assets, as the case may be, and to carry on the Building Products Business as it is now being conducted.
Target Companies. Immediately following the Closing, Newco, as the sole shareholder of (i) Blyvoor Resources, shall amend and restate the memorandum of incorporation of Blyvoor Resources in customary form agreed by Rigel and the Target Companies, acting reasonably and in good faith, and such shall be the Governing Document of Blyvoor Resources, until thereafter amended in accordance with its terms and as provided by applicable Law and (ii) Tailings, shall amend and restate the memorandum of incorporation of Tailings in customary form as agreed by Rxxxx and the Target Companies, acting reasonably and in good faith, and such shall be the Governing Document of Tailings, until thereafter amended in accordance with its terms and as provided by applicable Law.
