Potential Cancellation of IFH Units Sample Clauses

Potential Cancellation of IFH Units. In the event that any UMA Shareholder related to an UMA Member becomes obligated to pay any amount in respect of a “Contigency” pursuant to Section 4.2 of the Share Purchase Agreement (an “SPA Indemnification Payment Amount”), such UMA Shareholder shall have the option (the “SPA Unit Indemnification Payment Option”) to discharge such obligation in whole or in part by the cancellation of IFH Units held by such UMA Member (rounded to the nearest whole Unit) with an aggregate value equal to the portion of such SPA Indemnification Payment Amount to be so discharged (the “SPA Discharge Amount”). The value of each IFH Unit for such purpose shall be deemed to be equal to US$1.2203832 (or the Brazilian Reais equivalent thereof determined pursuant to the applicable provisions of the Share Purchase Agreement), which amount shall be proportionately decreased or increased any time that the “Unit Price” applicable to such IFH Units is adjusted pursuant to Section 5.9 of the IFH LLC Agreement. Such SPA Unit Indemnification Payment Option shall be exercisable by the applicable UMA Member giving IFH written notice of such exercise (a “SPA Unit Indemnification Payment Notice”) within ten (10) days after such SPA Indemnification Payment Amount has been finally determined pursuant to the applicable provisions of the Share Purchase Agreement, which SPA Unit Indemnification Payment Notice shall specify the SPA Discharge Amount to be discharged through the cancellation of IFH Units held by such UMA Member. Such cancellation shall take effect in accordance with Section 4.7 of the IFH LLC Agreement as of the date of such SPA Unit Indemnification Payment Notice. ARTICLE III
Sample 1
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Related to Potential Cancellation of IFH Units

  • Voluntary cancellation Subject to the payment of SIMEST Break Costs, the Borrower may, if it gives the Agent not less than thirty-five (35) days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part of the Available Facility. Any cancellation under this Clause 7.9 (Voluntary cancellation) shall reduce the Commitments of the Lenders rateably.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Automatic cancellation The Commitment of each Lender will be automatically cancelled at the close of business on the last day of the Availability Period.

  • Withdrawal of Shares and Cancellation of Certificates Upon receipt of Written Instructions, PFPC shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of outstanding shares by the number of shares surrendered by the Fund.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Section 309 Cancellation All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.

  • Cancellation of Options In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

  • Winding Up and Certificate of Cancellation The winding up of the LLC shall be completed when all of its debts, liabilities and obligations have been paid and discharged or reasonably adequate provisions therefore has been made, and all of the remaining property and assets of the LLC have been distributed to the Member. Upon the completion of the winding up of the LLC, a Certificate of Cancellation of the LLC shall be filed with the Delaware Secretary of State.

  • Termination of Options To the extent vested in accordance with Section 2 above, the Options will terminate, and be of no force or effect, upon the earlier of:

  • Cancellation of Insurance There will be no cancellation or reduction of coverage of any required insurance without thirty (30) days’ written notice to the Contractor. Such notice may be sent by the Subcontractor’s insurance carrier, insurance broker, or the Subcontractor. Waiver of Subrogation. Subcontractor waives all rights against Contractor, Client, other subcontractors, and their agents.

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