WPS Ltd Sample Clauses

WPS Ltd. Financial Statements. The WPS Ltd. Financial Statements have heretofore been delivered to TPR Holding. The WPS Ltd. Financial Statements are complete in all material respects, have been prepared in accordance with U.S. GAAP consistently applied and in accordance with the books and records of WPS Ltd., accurately reflect the assets, liabilities and financial condition and results of operations indicated thereby and contain and reflect all necessary adjustments for a fair representation of the WPS Ltd. Financial Statements as of the dates and for the periods covered thereby.
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WPS Ltd. Financial Statements. The WPS Ltd. Financial Statements have heretofore been delivered to SNSL. The WPS Ltd. Financial Statements are complete in all material respects, have been prepared in accordance with US GAAP consistently applied and in accordance with the books and records of WPS Ltd., accurately reflect the assets, liabilities and financial condition and results of operations indicated thereby and contain and reflect all necessary adjustments for a fair representation of the WPS Ltd. Financial Statements as of the dates and for the periods covered thereby.
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WPS Ltd. Financial Statements. The WPS Ltd. Financial Statements have heretofore been delivered to TPR Netherlands. The WPS Ltd. Financial Statements are complete in all material respects, have been prepared in accordance with U.S. GAAP consistently applied and in accordance with the books and record of WPS Ltd., accurately reflect the assets, liabilities and financial condition and results of operations indicated thereby and contain and reflect all necessary adjustments for a fair representation of the WPS Ltd. Financial Statements as of the dates and for the periods covered thereby.
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WPS Ltd. Exchange of Shares. Upon the terms and subject to the conditions contained herein, and in reliance upon the representations, warranties, covenants and indemnifications contained herein, WPS Ltd. hereby agrees to issue to SNSL, on the Closing Date and as of the Effective Date, and SNSL hereby agrees to acquire from WPS Ltd., the WPS Ltd. Exchange Shares.
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WPS Ltd shall have received a counterpart of the Assignment, fully-executed by the appropriate TPRS Equity Owner and all other parties thereto, relating to each Assigned Agreement, by the terms of which such TPRS Equity Owner will assign to TPRS, to the extent provided for in the Assignment relating to such Assigned Agreement, all or a portion of such TPRS Equity Owner's rights under such Assigned Agreement.
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WPS Ltd s Initial Investment in Bowex. Xxon the terms and subject to the conditions contained herein, and in reliance upon the representations, warranties and agreements contained herein, Bowex xxx the Bowex Xxxreholders, as the case may be, hereby agree to convey, transfer, assign and deliver to WPS Ltd., and WPS Ltd. hereby agrees to acquire from Bowex, xx or before June 30, 1999 (the "Closing Date"), such amounts of ordinary shares of Bowex ("Xrdinary Shares"), cumulative preference shares of Bowex ("Xreference Shares") and partner preferred shares ("Partner Preferred Shares" and, together with the Ordinary Shares and Preference Shares, the "Bowex Xxxres") for the purchase prices set forth below. (All dollar amounts in this Agreement refer to United States Dollars.) (a) The 5% Purchase. Bowex xxxll issue to WPS Ltd., and WPS Ltd. shall acquire, 66,316 new Ordinary Shares constituting an additional 5% of Bowex, xxr a purchase price of $4 per new Ordinary Share or an aggregate purchase price of $265,264 (the "5% Purchase"). (b) The 37.05% Purchase. Immediately following the closing of the 5% Purchase, Bowex xxxll issue to WPS Ltd., and WPS Ltd. shall acquire, 42,757 Ordinary Shares for a cash purchase price per new Ordinary Share equal to the Third Party Price (an aggregate value of $234,736). As a result of the foregoing transaction (the "37.05% Purchase"), WPS Ltd. shall own 37.05%, in the aggregate, of the then issued and outstanding Bowex Xxxres. (c) The Partner Preferred Purchase. Immediately following the closing of the 37.05% Purchase, the Bowex Xxxreholders shall transfer to WPS Ltd. all of the 125,000 Partner Preferred Shares then issued and outstanding, having an agreed cash value of $125,000, in exchange for the issuance by WPS Ltd. to the Bowex Xxxreholders of 11,585 common shares of WPS Ltd., par value $0.001 per share ("WPS Shares"), having an agreed value of $10.79 per WPS Share (such exchange shall be referred to as the "Partner Preferred Purchase"). Upon the closing of the Partner Preferred Purchase, Bowex xxxll cancel the Partner Preferred Shares. (d) The 40% Purchase. Immediately following the closing of the Partner Preferred Purchase, the Bowex Xxxreholders, on a pro rata basis, shall transfer to WPS Ltd. 31,807 Ordinary Shares owned by them in exchange for the issuance by WPS Ltd. of 16,184 WPS Shares, whereupon WPS Ltd. shall own, in the aggregate, 40% of the then-issued and outstanding Bowex Xxxres.
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WPS Ltd shall provide written notice to Bowex xxx the Bowex Xxxreholders of its election to exercise the Majority Option. The closing of the Majority Option shall occur within 30 days after such notice. At the closing of the Majority Option, WPS Ltd. shall pay to Bowex xx the Bowex Xxxreholders a purchase price per Majority Share acquired equal to the greater of $10 million or 15 times Bowex'x xxxn most recent trailing four quarters' earnings, after taxes, divided by the total number of Ordinary Shares issued and outstanding prior to the exercise of the Majority Option.
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WPS Ltd. Financial Statements. WPS Ltd.'s Financial Statements have been delivered to Bowex xxxed as of December 31, 1998 on or before the Closing Date. WPS Ltd.'s Financial Statements are complete in all material respects and accurately reflect the assets, liabilities and financial condition and results of operations of WPS Ltd. and contain and reflect all necessary adjustments for a fair representation of WPS Ltd.'s Financial Statements, as of the dates and for the periods covered thereby.
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WPS Ltd. Membership. (i) The Board of Directors of Bowex xxxll include membership by two representatives of the WPS Ltd. group of companies; one such representative to be nominated by W.
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