Introductory Note. This Share Purchase and Contribution Agreement (the “Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) among the Company, FPAC and Global Blue Group AG, a Swiss corporation (“Target”) pursuant to that certain Agreement and Plan of Merger dated on or about the date hereof by and among FPAC, Target, the Company, Seller and the other parties thereto (as it may be amended or restated, the “Transaction Agreement”). Pursuant to the Transaction, and as more specifically set forth in the Transaction Agreement, the following actions, among other actions, will occur on the Closing Date (i) the Management Rollup shall occur; (ii) each of Seller and the Management Sellers will contribute (the “Seller Contribution”) a portion of the ordinary shares of the Target (the “Target Shares”) that each respectively owns to the Company, in exchange for ordinary shares of the Company (the “Shares”); (iii) the Company will acquire all of the remaining issued and outstanding ordinary shares of the Target held by Seller and the Management Sellers; and (iv) a wholly-owned indirect subsidiary of the Company will merge with and into FPAC, with FPAC being the surviving corporation in the merger and a wholly-owned indirect subsidiary of the Company following the merger. Upon consummation of the Transaction, the Company will continue as a publicly traded corporation. In connection with the Transaction, the Purchasers desire, on the terms and subject to the conditions set forth herein, (i) to purchase Target Shares (the “Purchased Shares”) from Seller for consideration in an aggregate amount equal to $100,000,000 minus the Backstop Subscriber Amount (expressed in Dollars as-converted based on the Exchange Rate) (but not less than $0) (the “Purchase Price”) and (ii) to immediately contribute (the “Purchaser Contributions”) in kind such Target Shares acquired in item (i) to the Company for the subsequent issue by the Company of a number of Shares equal to the Purchase Price divided by $10 per Share in accordance with Swiss Law requirements (the “Acquired Shares”). The Purchaser Contributions shall occur with or immediately after the Seller Contribution. In connection with the Transaction, the Purchasers shall enter into a shareholders agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Shareholders Agreement”), on or about the date of the execution and delivery of the Transacti...
Introductory Note. The following Performance Share Award Program (the “PSA Program”) was approved by the Board of Directors (the “Board”) of Monaco Coach Corporation (the “Company”) on March 20, 2006. Awards under the PSA Program will be granted under the Company’s 1993 Stock Plan (the “Plan”). Capitalized terms not otherwise defined herein will have the meanings given to them under the Plan. The description provided herein sets forth the specific terms and conditions of the PSA Program covering eligibility, performance measures, Performance Period and other key factors not described in the Plan. Each year when a new three-year Performance Period commences, the exhibits detailing the specific performance goals for a Performance Period under the PSA Program will be updated. Each participant in the PSA Program will receive an agreement that defines the individual terms for participation in a Performance Period.
Introductory Note. This Share Purchase and Subscription Agreement (the “Agreement”) is being entered into in connection with the financing of an acquisition by the Company or one of its direct or indirect wholly owned subsidiaries (the “Transaction”), pursuant to a share purchase agreement to be dated on or about the date hereof (as it may be amended and/or restated from time to time, the “Transaction Agreement”).
Introductory Note. Any reference to "employee" or "employees" throughout this Agreement shall mean bargaining unit employee(s) only. Furthermore, as the English language lacks a generic singular pronoun signifying both the masculine and feminine (e.g., “he” and “she”, “him” and “her”, etc.); we have followed the customary and grammatically sanctioned use of masculine pronouns to refer to persons of either sex. However, in reaffirmation of our dedication to the equality of the sexes in the employment situation, wherever a masculine pronoun is used in this Agreement to denote an employee, supervisor or other party, it refers to persons of both sexes and shall be construed to include males and/or females as appropriate. Throughout this Agreement, U.S. Customs and Border Protection may be referred to as "The Employer", “Agency”, or "CBP”, and the National Treasury Employees Union may be referred to as "the Union", or “NTEU.” All acronyms will be spelled out the first time they are used in a given Article.
Introductory Note. An experiment in physical chemistry is designed with the aim to illustrate the basic principles in chemistry. Typically, every experiment will be accompanied by its background and underlying theory, detailed experimental procedure and suggestions on methods to analyze the results followed by a brief discussion. Before the laboratory session, please READ the General Laboratory Instruction (xxxxx://xxxxx.xx.xxx.xx/LabManual/fizikal/general-laboratory-instruction-2007.pdf) which provides the basic principles in physical methods. In the General Laboratory Instruction, you will first be introduced to the basic idea of measurements, standards and associated quantitative aspects such as units, dimensionalities, symbols, and uncertainty. This is followed by accuracy, precision, data analysis, error estimation, general equipment and tools, and scientific writing. It intends to give the necessary background discussion which you MUST read before entering the laboratory. It is also important that you continue to practice the advice given here not only during your study but throughout your lifetime as a scientist. Of course, the brief manual is by no means complete. You may refer to a more elaborate introduction on similar subject in most general chemistry textbooks. There are also many sources on the Internet which you can browse through. The physical chemistry experiments designed here are to accompany the physical chemistry lecture courses. Through these experiments you will experience measuring some of the physical properties of interest with known precision. Moreover, they will allow you to understand the concept behind the measurements and how to relate experimental results to the basic concepts in the lecture courses. The quantitative measurements you have made produces numerical values which are subject to error due to many reasons such as the nature of the instrument and how the experiment is designed. Thus, it is equally important to repeat the experimental procedure a few times until the result is consistent. Sometimes the experimental procedure may be varied to check for convergence of the values by different methods. In addition to these, a physical chemist must estimate the value of error in his measurement to get improved accuracy of the measured value compared to a standard value. A good laboratory practice is to process the raw data immediately to get a rough idea of the results of the experiment immediately. By doing so, anything which deviates from e...
Introductory Note. This template is suitable for any exclusive patent license agreement, where the university licenses patents to a commercial partner to be commercialised. It is suitable where the subject matter of the license is a patent, patent application, or intellectual property intended to be patented, or a copyrighted work such as software, whether or not patented or intended to be patented. This template assumes no confidential information will be exchanged and the Licensee will have no control over publications. This template is not suitable to license software to an end user.
Introductory Note. InterFirst Bank Dallas N.A. is serving as Trustee of Sabine Royalty Trust and as escrow agent (Escrow Agent) under the Escrow Agreement referred to therein. Capitalized terms which are not otherwise defined in this Exhibit C shall have the meanings ascribed to them in the Sabine Corporation Royalty Trust Agreement (Agreement). The fee described in Part III hereof is intended to compensate the Bank for all services rendered in its capacities as Trustee and Escrow Agent. All costs incurred by the Bank in its capacities as Trustee and Escrow Agent shall be accumulated in one account and shall be allocated between the Trustee function and the Escrow Agent function based upon the actual administrative services rendered by the Bank in each capacity. Any determination by the Bank as to the allocation of the fee between the Trustee and the Escrow Agent shall be conclusive and binding on the Unit Holders, but in no event shall affect the aggregate fee payable to the Bank hereunder.
Introductory Note. The provisions on Introductory Notes contained in Appendix 1 of Annex I to the ESFTA shall apply to this Appendix. Any reference therein to “EFTA States” shall be taken to refer to Iceland in this Appendix.
Introductory Note. After the greetings by EUSTO Coordinator, the 1st FORUM started with an introductory note by the Greek Ministry of Transport representative, describing the significance of Transport Infrastructure in a National and European level, and the current status in Greece.
Introductory Note. Model Agreements for Cross-Border Electricity Projects
