Examples of Access Graphics in a sentence
Upon consummation of the Contemplated Transactions, the Company shall be the owner of the Equity Securities and all of the issued and outstanding capital stock of each of the Access Graphics Foreign Subsidiaries, in each case, free and clear of all Liens, preemptive or similar rights or any other limitation or restriction (other than limitations on offers and sales under foreign, federal and state securities laws).
The parties hereby agree that LM shall conduct an inventory audit, as of October 31, 1997, of the Access Graphics Business.
Any adjustments resulting from the inventory audit shall be taken into account in connection with the preparation of the Access Graphics Closing Balance Sheet, but shall not be taken into account in respect of the Access Graphics Balance Sheet (June 30, 1997).
Section II.05 of the Contribution Disclosure Schedule sets forth a true and complete list of the Access Graphics Foreign Subsidiaries, all of the issued and outstanding capital stock of which is owned, directly or indirectly, by Access Graphics.
For purposes of this Section 7.05, the "Divestiture Value" of an asset shall be equal to the product of (i) 20.0, in the case of assets of the Access Graphics Business, and 14.0, in the case of assets of the Thrust Reversers Business, and (ii) the average of the projected annual net earnings of the assets divested (determined in the reasonable good faith judgment of GE and LM) for the 1998, 1999 and 2000 fiscal years.
Prior to the Closing, LM shall cause the approximately $66,000,000 payable by Access Graphics B.V. (Netherlands) to LM to be contributed to the capital of Access Graphics B.V. (Netherlands).
If Access Graphics Closing Net Worth, as finally determined pursuant to Section 2.05 is greater than the Estimate of Access Graphics Closing Net Worth, then the Company shall pay to LM as an adjustment to the LM Cash Contribution Amount, in the manner provided in Section 0.00(x), an amount equal to the sum of (G) the amount of such difference plus (H) an amount computed in the manner of interest as described in Section 2.06(c) on the amount referred to in clause (G).
If Access Graphics Closing Net Worth, as finally determined pursuant to Section 2.05, is less than the Estimate of Access Graphics Closing Net Worth, then LM shall pay to the Company as an adjustment to the LM Cash Contribution Amount, in the manner provided in Section 0.00(x), an amount equal to the sum of (E) the amount of such difference plus (F) an amount computed in the manner of interest as described in Section 2.06(c) on the amount referred to in clause (E).
On or before the Closing, the Company agrees to obtain and deliver to the Acquiror, or its designee, a certificate issued by the Minister of National Revenue of Canada under Section 116 of the Income Tax Act (Canada) (the “Section 116 Certificate”) having a certificate limit of not less than the portion of the Purchase Price attributable to the shares of Access Graphics Canada Inc.
With respect to the Access Graphics Business, any Transferred Employee shall continue employment with such Business immediately following the Closing Date.