New Master Bottling Agreement / Financial Terms Sample Clauses

New Master Bottling Agreement / Financial Terms. Upon the dissolution of the Company, PepsiCo and PBG shall discuss whether PBG shall become the authorized bottler in the Russian Federation. If the parties are unable to agree, then PBG or one of its Affiliates shall immediately become the authorized bottler of Pepsi Products in the Russian Federation following dissolution of the Company. In such event, PBG and PepsiCo shall endeavour to agree to the terms of new Master Bottling Agreements for the Russian Federation (the “Post-JV MBA Terms”) and new financial terms associated therewith in particular the price of concentrate and the principles according to which advertising and marketing activities shall be funded (the “Post-JV Financial Terms”); provided, however, that if PBG and PepsiCo are unable to agree on the Post-JV MBA Terms, then the parties shall default to the express written terms of the master bottling agreements between PepsiCo (or one of its Affiliates) and PBG for the Russian Federation in effect immediately prior to the Closing. If 90 (ninety) days before the dissolution of the Company is complete, PepsiCo and PBG are unable to agree to the Post-JV Financial Terms, the Third Appraiser shall determine fair, reasonable and economically viable Post-JV Financial Terms consistent with the parties’ mutual intention to divide the Dissolution Value in accordance with the Members’ Percentage Interests. The Appraiser’s determination shall be final and binding on the parties. The Post-JV Financial Terms (so determined by the Third Appraiser) shall remain in force for five years following the dissolution of the Company, subject to each party’s right to renegotiate such terms in light of any material adverse change in market conditions impacting the parties’ relationship in the Russian Federation.
Sample 1
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Related to New Master Bottling Agreement / Financial Terms

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • Agreement Terms Agreement Terms" shall mean and include the following:

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Asset Purchase Agreement The transactions contemplated by the Asset Purchase Agreement shall have been consummated.

  • Amendment to Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Marketing Agreement The Company shall have entered into, ------------------- executed and delivered the Marketing Agreement.

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