Mandatory early redemption of New Local Note Sample Clauses

Mandatory early redemption of New Local Note. New Local Note shall be redeemed in whole or in part, as appropriate, when there are funds deposited in the Reserve Account (as this term is defined below) for a total amount to be defined prior to the Deliberative Meeting. These early redemptions, if partial, will be made on a pro rata basis among the holders of the New Local Note. Enjoy should open and maintain with the same bank that acts as representative of the holders of the New Local Note (the “Account Bank”) an accounting or suspense account denominated in Pesos (the “Reserve Account”), which will be an account that allows adequate control of its movements, with the Account Bank being solely and exclusively empowered to keep in custody and administer the funds deposited in it. The Reserve Account shall be endowed, depending on whether NewCo 1, NewCo 2 and/or NewCo 3 are established or otherwise controlled (as set forth in this Agreement): (x) with the funds obtained by Enjoy as a result of the distribution of dividends from NewCo 1, NewCo 2 and NewCo 3 or the payment of credits made by such companies to Enjoy, whether such companies have been incorporated; or (y) with the remainder of the sale of the assets that must be controlled by the holders of the New International Notes, the Issuers and Enjoy, as indicated in Annex No. 2 to this Agreement (in the event that as a result of the Corporate Restructuring, one or more of the companies indicated in letter (x) above have not been incorporated), after payment of the respective credits, as indicated in this Agreement; in both cases no later than the third banking business day following the date on which Enjoy receives the aforementioned funds. The funds deposited in the Reserve Account shall only be used for the early redemption, in whole or in part, as appropriate, of the New Local Note, without prejudice to the fact that permitted investments may be made with the funds deposited in the Reserve Account in fixed-income instruments. Once the New Local Note are fully and effectively paid, Enjoy will be free to dispose of the remaining funds deposited in the Reserve Account.
Sample 1
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Related to Mandatory early redemption of New Local Note

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

  • Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • 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”).

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • 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.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • 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.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

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