Arcadia Investment in Bioceres S Sample Clauses

Arcadia Investment in Bioceres S. A. From the date of Closing until December 31, 2015, Bioceres S.A., in order to fund Bioceres Inc.’s provision of services to Verdeca LLC pursuant to an approved Work Plan, may elect, in its discretion, to sell to ARCADIA, and ARCADIA may invest, up to Five Million Dollars (US$5,000,000) to purchase equity shares of Bioceres S.A. pursuant to the SPA, a copy of which is attached as Exhibit B hereto. ARCADIA will have a put right with respect to those shares of Bioceres S.A. acquired by it in accordance with the Current Related Agreements and Future Related Agreements, which put right is assertable against Bioceres S.A. as set forth in the SPA. In addition, however, ARCADIA and Bioceres, Inc. will execute a Future Related Agreement that enables ARCADIA to assert such put right against Bioceres, Inc., with Bioceres S.A. as a guarantor of Bioceres Inc.’s payment obligation thereunder.
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Arcadia Investment in Bioceres S. A. From the date of Closing until December 31, 2015, Bioceres S.A., in order to fund Bioceres Inc.’s provision of services to Verdeca LLC pursuant to an approved Work Plan, may elect, in its discretion, to sell to ARCADIA, and ARCADIA may invest, up to *** to purchase equity shares of Bioceres S.A. pursuant to the SPA, a copy of which is attached as Exhibit B hereto. ARCADIA will have a put right with respect to those shares of Bioceres S.A. acquired by it in accordance with the Current Related Agreements and Future Related Agreements, which put right is assertable against Bioceres S.A. as set forth in the SPA. In addition, however, ARCADIA and Bioceres, Inc. will execute a Future Related Agreement that enables ARCADIA to assert such put right against Bioceres, Inc., with Bioceres S.A. as a guarantor of Bioceres Inc.’s payment obligation thereunder.

Related to Arcadia Investment in Bioceres S

  • Recent Securities Transactions Subsequent to the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its share capital.

  • Recent Securities Transactions, etc Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

  • Acquisition for Investment The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone. 投资目的。购买人是符合规则S下定义的“非美国主体”,购买此合同下的股票仅出于其个人的投资目的,不是为了向其他人分销。

  • Acquisition of Shares for Investment Sellers are acquiring the shares comprising the Stock Consideration for investment and not with a view toward sale in connection with any distribution thereof in violation of the Securities Act. Parent hereby acknowledges and agrees that the shares comprising the Stock Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under such Act, and without compliance with state and foreign securities Laws, in each case, to the extent applicable.

  • Investment Canada The Purchaser is not a non-Canadian within the meaning of the Investment Canada Act (Canada).

  • Investment Securities and Commodities (a) Each of the Company and its Subsidiaries has good title in all material respects to all securities and commodities owned by it (except those sold under repurchase agreements), free and clear of any Lien, except as set forth in the financial statements included in the Company Reports or to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company or its Subsidiaries. Such securities and commodities are valued on the books of the Company in accordance with GAAP in all material respects.

  • Counterparty Share Repurchases Counterparty agrees not to repurchase, directly or indirectly, any Shares if, immediately following such purchase, the Outstanding Share Percentage would be equal to or greater than 4.5%. The “Outstanding Share Percentage” as of any day is the fraction (1) the numerator of which is the aggregate of the Number of Shares for this Transaction and the “Number of Shares” under each Additional Equity Derivative Transaction that is a share forward transaction and (2) the denominator of which is the number of Shares outstanding on such day.

  • Portfolio Securities Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer.

  • Indebtedness; Certain Equity Securities (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

  • Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

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