Capitalization of the AES Brasil Goodwill Reserve Sample Clauses

Capitalization of the AES Brasil Goodwill Reserve. AHB Holdings may, at their sole discretion, prior to Closing Date, practice any and all acts in order to effect all (and not less than all) of the following: (a) the capital increase of AES Operações, in order to fully capitalize the AES Operações Goodwill Capitalization Amount pursuant to applicable Law, with the issuance of new shares issued by AES Operações (“AES Operações New Shares”) to AHB I; (b) the capital increase of AES Brasil with the issuance of new shares to be subscribed and paid by XXX X through the contribution of the AES Operações New Shares into the capital stock of AES Brasil, subject to the preemptive right of the other AES‌ Brasil’s shareholders, pursuant to the applicable Law and the Assignment Agreement ("AES Brasil New Shares”); and (c) for the transfer of a portion of the AES Brasil New Shares owned by AHB I to BNDESPAR, pursuant to the Assignment Agreement.
Sample 1
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Related to Capitalization of the AES Brasil Goodwill Reserve

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • General The Trustee shall keep proper books of record and account of all the transactions of each Trust under this Indenture at its corporate trust office, including a record of the name and address of, and the Units issued by each Trust and held by, every Unit holder, and such books and records of each Trust shall be open to inspection by any Unit holder of such Trust at all reasonable times during the usual business hours. The Trustee shall make such annual or other reports as may from time to time be required under any applicable state or federal statute or rule or regulations thereunder.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • NOW, THEREFORE the parties agree as follows:

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