Redemption Transaction. The Cayman Company shall pay the redemption price of the redemption transaction to each of the redeemed parties listed below in accordance with Section 2.1.1 of the Restructuring Agreement, and the Cayman Company shall pay to each redeemed party listed below the balance of the redemption price deductible of relevant tax and transaction fees. Currency: USD Smart Changing Inc. the Cayman Company 13,028,070.26 573,587.19 314,968.20 12,139,514.87 Da Cong Limited the Cayman Company 30,855,065.02 1,357,137.70 744,815.25 28,753,112.07 Guohe Limited the Cayman Company 15,994,636.67 704,209.07 386,683.02 14,903,744.58 Total 59,877,771.95 2,634,933.96 1,446,466.47 55,796,371.52
Redemption Transaction. Dubbell shall, and shall cause the Parent to, take all actions necessary to effect the Redemption Transaction on or immediately prior to the Closing Date.
Redemption Transaction. The Redemption Transaction shall have been effected by Dubbell and the Parent.
Redemption Transaction. 46 SECTION 6.2. Continued Development of Novagen Brand Products...............46 SECTION 6.3. Non-Solicitation of Employees.................................46 SECTION 6.4. Access to Properties and Records..............................46 SECTION 6.5. Negotiations..................................................47 SECTION 6.6. Consents and Approvals........................................47 -ii- 4
Redemption Transaction. The parties hereto agree that the redemption of the Interest of each Transferor will be treated, for income tax purposes, as a complete liquidation of such Transferor's interest in the Limited Partnership. In connection therewith, GE Capital agrees that it will report for federal income tax purposes gain or income of at least $134,000,000, or $132,000,000 if the Limited Partnership's 1992 Federal income tax return is not amended. Moreover, the parties recognize that Section
Redemption Transaction ss. 3.1(h) Responsible Officer........................................... ss. 1.1 Securities....................................................
Redemption Transaction. All conditions to the consummation of the Redemption (other than the consummation of the Preferred Stock Issuance and the Financing) shall have been satisfied or waived and Rafaella and Xxxxxxx shall have received reasonable assurances as to the ability of Corporation to fund the redemption payment immediately following the consummation of the Preferred Stock Issuance and Financing.
Redemption Transaction. On the basis of the representations, ---------------------- warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in Section 3 below, each of the Company and each Shareholder agrees that the Company shall, at the Closing, repurchase from each Shareholder the number of Redemption Shares set forth opposite such Shareholder's name on the Shareholder Schedule attached hereto and shall pay to -------------------- such Shareholder (in the manner set forth in Section 1F(iv) below) such Shareholder's Redemption Percentage of the Final Cash Redemption Price (the "Redemption Transaction"). -----------------------
Redemption Transaction. The Agents shall have received evidence reasonably satisfactory to them that 100% of the Senior Notes shall be repayed on the Effective Date. Agents shall have received and shall be reasonably satisfied with the Redemption Transaction Documents. After giving effect to the Redemption Transaction, the capital structure of Parent and its Subsidiaries shall be reasonably satisfactory to Agents.
Redemption Transaction. (i) If such Delayed Draw Term Loan is to be used to repay Senior Convertible Notes, the Agents shall have received evidence reasonably satisfactory to them that 100% of the Senior Convertible Notes shall be redeemed on or prior to the Delayed Draw Term Loan Commitment Expiry Date or converted to common Capital Stock of Parent.
(ii) If such Delayed Draw Term Loan is to be used to redeem Series A Preferred Stock, the Agents shall have received evidence reasonably satisfactory to them that 100% of the Series A Preferred Stock shall be redeemed on or prior to the Delayed Draw Term Loan Commitment Expiry Date or converted to common Capital Stock of Parent.
