TRINSEO S Sample Clauses

TRINSEO S. A., a Luxembourg société anonyme with its registered offices at 20-00 xxx Xxxxxx Xxxxxxxx, L-2540, Luxembourg, Grand Duchy of Luxembourg and registered with the registry of commerce and company of Luxembourg under number B 153549 (the “Purchaser”); on the other hand. RECITALS:
Sample 1
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TRINSEO S. A. and its subsidiaries maintain a system of internal control over financial reporting designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States, including, but not limited to, internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Pricing Disclosure Package and the Offering Memorandum, as of the date of the most recent balance sheet of Trinseo S.A. and its consolidated subsidiaries reviewed or audited by PricewaterhouseCoopers LLP and the audit committee of the board of directors of Trinseo S.A., there were no material weaknesses in Trinseo S.A.’s internal controls.
Sample 1
TRINSEO S. A., as a Guarantor a Société anonyme Registered office: 0X xxx Xxxxxxx Xxxxxxxx L-5365 Munsbach, Luxembourg R.C.S. Luxembourg: B 153.549 By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager XXXXXX LUXCO S.À X.X., as a Guarantor a Société à responsabilité limitée Registered office: 0X xxx Xxxxxxx Xxxxxxxx L-5365 Munsbach, Luxembourg R.C.S. Luxembourg: B 153.577 By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager XXXXXX HOLDINGS S.À X.X., as a Guarantor a Société à responsabilité limitée Registered office: 0X xxx Xxxxxxx Xxxxxxxx L-5365 Munsbach, Luxembourg R.C.S. Luxembourg: B 153.582 By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager TRINSEO MATERIALS S.A X.X., as a Guarantor a Société à responsabilité limitée Registered office: 0X xxx Xxxxxxx Xxxxxxxx L-5365 Munsbach, Luxembourg R.C.S. Luxembourg: B 162.639 By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager XXXXXX FINANCE LUXEMBOURG S.À X.X., as a Guarantor a Société à responsabilité limitée Registered office: 0X xxx Xxxxxxx Xxxxxxxx L-2163 Luxembourg, Luxembourg R.C.S. Luxembourg: B 151.012 By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Manager XXXXXX HOLDING B.V., as a Guarantor By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX NETHERLANDS B.V., as a Guarantor By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Director By: /s/ Xxxxxx Xxx Xxxxxx Name: Xxxxxx Xxx Xxxxxx Title: Director XXXXXX HOLDINGS ASIA PTE. LTD. /s/ Xxxxxx Xxxx Xxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx Director /s/ Nova E Xxxxx-Xxxx Nova E Xxxxx-Xxxx Director Address: 0 Xxxxxxxx Xxxx, #00-00/00 Xxxxxxxx Xxxxx X Xxxxxxxxx 000000 Fax No: +00 0000-0000 Attention: XXXXXX SINGAPORE PTE. LTD. /s/ Xxxxxx Xxxx Xxxx Xxxx Xxxxxx Xxxx Xxxx Xxxx Director /s/ Nova E Xxxxx-Xxxx Nova E Xxxxx-Xxxx Director Address: 0 Xxxxxxxx Xxxx, #00-00/00 Xxxxxxxx Xxxxx X Xxxxxxxxx 000000 Fax No: +00 0000-0000 Attention: XXXXXX SPAIN S.L., Sociedad Unipersonal as a Guarantor By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Director XXXXXX SVERIGE AB, as a Guarantor By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Ordinary Member XXXXXX EUROPE GMBH, as a Guarantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Manager XXXXXX UK LIMITED, as a Guarantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director XXXXXX LLC, as a Guarantor By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: President and Chief Executive Officer XXXXXX US HOLDING, INC., as a Guarantor By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: X...
Sample 1
TRINSEO S. A. By: Name: Xxxxx Xxxxxx Title:President and Chief Executive Officer ​ ​ Dated: ​ Acknowledged and Agreed: ​ By: ​ ​ ​ ​ ​ Exhibit 10.29 SCHEDULE A The number of PSUs to which the Grantee will be entitled if the Grantee satisfies the applicable service requirements will be calculated by the Committee (or sub-committee thereof) based on the Company’s “Relative Total Stockholder Return” (as defined below). Specifically, if the Grantee satisfies the applicable service requirements, the Committee shall calculate the number of Banked Units earned during each Performance Period by (x) multiplying the Grantee’s Target Number of PSUs by the applicable percentage set forth in each of section (a)-(d) below for each Performance Period (the “Eligible Units”), and (y) multiplying the number of Eligible Units by the applicable percentage determined as set forth below based on the Company’s Relative Total Stockholder Return results for the specified Performance Period. As noted in the Terms and Conditions to this Agreement, special rules apply under certain circumstances, such as death, Permanent Disability, Change in Control and Retirement.
Sample 1
TRINSEO S. A. ​ ​ By: Name: Xxxxx Xxxxxx Title: President and Chief Executive Officer ​ ​ ​ ​ ​ ​ Dated: ​ Acknowledged and Agreed: ​ By: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ [Signature Page to Restricted Stock Unit Agreement] ​ COUNTRY APPENDIX ​ ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AGREEMENT ​ This Country Appendix (“Appendix”) includes the following additional terms and conditions that govern the Grantee’s Restricted Stock Unit Award for all the Grantees that reside and/or work outside of the United States. ​
Sample 1
TRINSEO S. A., as a Guarantor a Société anonyme Registered office: 0X xxx Xxxxxxx Xxxxxxxx L-5365 Munsbach, Luxembourg Share Capital: USD 1,551,436.56 R.C.S. Luxembourg: B 153549 By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Authorized Signatory XXXXXX LUXCO S.À X.X., as a Guarantor a Société à responsabilité limitée Registered office: 0X xxx Xxxxxxx Xxxxxxxx L-5365 Munsbach, Luxembourg Share Capital: USD 1,551,436.56 R.C.S. Luxembourg: B 153577 By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Authorized Signatory TRINSEO MATERIALS S.À X.X., as a Guarantor a Société à responsabilité limitée Registered office: 0X xxx Xxxxxxx Xxxxxxxx L-5365 Munsbach, Luxembourg Share Capital: USD 1,551,436.56 R.C.S. Luxembourg: B 162639 By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Authorized Signatory
Sample 1
TRINSEO S. A. By: Name: Xxxxx Xxxxxx Title:President and Chief Executive Officer ​ ​ ​​ ​ Dated: /$CurrentDate$/ ​ ​ ​ Acknowledged and Agreed: ​ By: /$ParticipantName$/ ​ ​ ​ ​ ​ Exhibit 10.35 ​ SCHEDULE A ​ The number of PSUs to which the Grantee will be entitled if the Grantee satisfies the applicable service requirements will be calculated by the Committee (or sub-committee thereof) based on the Company’s “Relative Total Stockholder Return” (as defined below). Specifically, if the Grantee satisfies the applicable service requirements, the Committee shall calculate the number of Banked Units earned during each Performance Period by (x) multiplying the Grantee’s Target Number of PSUs by the applicable percentage set forth in each of section (a)-(d) below for each Performance Period (the “Eligible Units”), and (y) multiplying the number of Eligible Units by the applicable percentage determined as set forth below based on the Company’s Relative Total Stockholder Return results for the specified Performance Period. As noted in the Terms and Conditions to this Agreement, special rules apply under certain circumstances, such as death, Permanent Disability, Change in Control and Retirement. ​
Sample 1
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TRINSEO S. A. Société anonyme 0, xxx Xxx Xxxxxx, L-1748, Luxembourg R.C.S. Luxembourg: B 153.549 as a Guarantor By: /s/ Xxxxxxxx Xxxxxxx and Xxxxxxxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxxxx and Xxxxxxxxxx X. Xxxxxx Title: Director
Sample 1

Related to TRINSEO S

  • Limitation on Sales of Assets (a) Mediacom Broadband LLC shall not, and shall not permit any Restricted Subsidiary to, consummate an Asset Sale unless (i) Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a Committee Resolution); (ii) not less than 75% of the consideration received by Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (iii) the Asset Sale Proceeds received by Mediacom Broadband LLC or such Restricted Subsidiary are applied (a) first, to the extent Mediacom Broadband LLC elects, or is required, to prepay, repay or purchase debt under any then existing Indebtedness of Mediacom Broadband LLC or any Restricted Subsidiary within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale or, to the extent Mediacom Broadband LLC elects to make, or commits pursuant to a written agreement to make, an investment in assets (including, without limitation, Equity Interests or other securities purchased in connection with the acquisition of Equity Interests or property of another Person) used or useful in a Related Business, to make such an investment, provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds or, in the case of funds committed to be reinvested in such assets pursuant to a written agreement dated within 360 days following the receipt of such Asset Sale Proceeds, such investment occurs within 540 days following the receipt of such Asset Sale Proceeds (such 360th day or 540th day, as the case may be, the “Reinvestment Date”), and (b) second, on a pro rata basis (1) to the repayment of an amount of Other Pari Passu Debt not exceeding the Other Pari Passu Debt Pro Rata Share (provided that any such repayment shall result in a permanent reduction of any commitment in respect thereof in an amount equal to the principal amount so repaid) and (2) if on the Reinvestment Date with respect to any Asset Sale the Excess Proceeds exceed $15,000,000, the Issuers shall apply an amount equal to such Excess Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of repurchase (an “Excess Proceeds Offer”). If an Excess Proceeds Offer is not fully subscribed, the Issuers may retain the portion of the Excess Proceeds not required to repurchase Notes. For purposes of determining in clause (ii) above the percentage of cash consideration received by Mediacom Broadband LLC or any Restricted Subsidiary, the amount of any (x) liabilities (as shown on Mediacom Broadband LLC’s or such Restricted Subsidiary’s most recent balance sheet) of Mediacom Broadband LLC or any Restricted Subsidiary that are actually assumed by the transferee in such Asset Sale and from which Mediacom Broadband LLC and the Restricted Subsidiaries are fully released shall be deemed to be cash, and (y) securities, notes or other similar obligations received by Mediacom Broadband LLC or such Restricted Subsidiary from such transferee that are immediately converted (or are converted within 30 days of the related Asset Sale) by Mediacom Broadband LLC or such Restricted Subsidiary into cash shall be deemed to be cash in an amount equal to the net cash proceeds realized upon such conversion.

  • Sales, Etc. of Assets Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except:

  • Banco Bradesco S A. has requested confidential treatment of the information in [***], which has been filed separately with the SEC.

  • Sales of Assets, Etc Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and capital stock of Subsidiaries) to any Person in one transaction or series of transactions (any thereof, an “Asset Sale”), except:

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for 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 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) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

  • Securitization Transactions The Borrower will not permit the aggregate outstanding amount of Securitization Transactions to exceed $300,000,000 at any time.

  • Sales of Assets Neither the Borrower nor any of its Subsidiaries shall sell, assign, transfer, lease, convey or otherwise dispose of any property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except:

  • 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.

  • Consolidations, Mergers and Sales of Assets No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

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