Weather II definition

Weather II has the meaning specified in the Preamble.
Sample 1
Weather II is defined in the Preamble. “Weather II Registration Rights Agreement” means the registration rights agreement to be entered into by VimpelCom and Weather II in the agreed form. “Weather Material Contract” is defined in Section 3.9(a). “Weather Public Disclosure Documents” means each of the following: (i) the offering memorandum of Wind Acquisition Finance S.A., dated July 1, 2009; (ii) the offering memorandum of Wind Acquisition Holdings Finance S.A., dated December 10, 2009; (iii) the offering memorandum of Orascom, dated January 29, 2010; (iv) the audited consolidated financial statements of Wind for the year ended December 31, 2009 disclosed on the Wind Group’s website at xxx.xxxxxxxxx.xx (the “Wind Group Website”) as of the date of the Original Agreement; (v) the audited consolidated financial statements of Orascom for the year ended December 31, 2009 disclosed on Orascom’s website at xxx.xxxxxxx.xxx (the “Orascom Website”) as of the date of the Original Agreement; (v) the unaudited consolidated interim financial statements of Orascom for the six months ended June 30, 2010 disclosed on the Orascom Website as of the date of the Original Agreement; (vi) the unaudited consolidated interim financial statements of Wind for the six months ended June 30, 2010 disclosed on the Wind Group Website as of the date of the Original Agreement; and (vii) the Weather I Financial Statements. 10 “Wind” means WIND Telecomunicazioni S.p.A. “Wind Group” means Wind and its Subsidiaries. “Wind Hellas” means Wind Hellas Telecommunications S.A. “Wind Hellas Group” means Weather Finance I S.à x.x. (and its Subsidiaries) together with Hellas Telecommunications S.à x.x (and its Subsidiaries). “Wind Hellas Spin-Off” means the spin-off from or other disposal by the Weather Group of the Wind Hellas Group and all related assets and liabilities and the termination of all intercompany agreements between the Weather Group and the Wind Hellas Group. “Wind Hellas Spin-Off Assets and Liabilities” means the assets and liabilities to be spun-off or otherwise disposed of pursuant to the Wind Hellas Spin-Off. “Wind Separation Agreement” means the separation agreement to be entered into by VimpelCom, Wind, Weather I and Weather II in the agreed form. “Wind Spin-Off Assets” means each of the following assets of Wind: (i) 640,000 (six hundred forty thousand) ordinary shares with nominal value, representing Wind’s 100% ownership stake, of WIS, (ii) the entire corporate capital equal to Euro 1,400,...
Sample 1
Weather II means Weather II Investments S.à r.l. UndertakingIn the event of a Telenor Award, Weather II undertakes:
Sample 1

Examples of Weather II in a sentence

  • The VimpelCom Common Shares and VimpelCom Preferred Shares to be delivered to Weather II and Weather I Shareholders in accordance with Article II hereof will at Closing be validly issued, fully paid and non-assessable, subject to the transfer and other restrictions as set forth or referred to in Article IX.

  • True and complete copies of the articles of association, bye-laws or equivalent organizational documents (including all amendments thereto) of each of VimpelCom and its Material Subsidiaries, as in effect on the date of the Original Agreement, have been delivered, or made available, to Weather I and Weather II.

  • Under the terms of the Share Sale and Exchange Agreement, Weather II and the Wind Telecom Shareholders irrevocably direct VimpelCom not to make payment to them of dividends declared during or with respect to the 2010 financial year on VimpelCom common shares.

  • Such waiver (i) shall not give rise to Weather II or the Weather I Shareholders receiving shares of a class, or with rights, different from the currently-outstanding VimpelCom Common Shares and (ii) is limited to the first $850,000,000 in dividends declared and paid out by VimpelCom as dividends with respect to the 2010 financial year, including interim and year-end dividends.

  • Weather II or such Weather I Shareholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

  • If necessary to effect the waiver set forth in this Section 2.4(a), each of Weather II and the Weather I Shareholders covenant to pay over to VimpelCom, net of Taxes imposed, any amounts actually received subject to such waiver.

  • The issuance of the VimpelCom Common Shares and VimpelCom Preferred Shares to Weather II and the Weather I Shareholders pursuant to Article II shall be effected as a private placement pursuant to Section 4(2) of the Securities Act.

  • Furthermore, VimpelCom agrees to give Weather II the right to use the name “Weather” for a period of twenty four (24) months following the Closing Date.

  • As a result of the Transaction, we believe we have reached a commercial resolution to, and hereby irrevocably withdraw, our assertions set forth on a letter sent to you on 1 June 2012, and on a subsequent letter dated 12 June 2012, that Weather II and Telenor East Holding II A.S. (“Telenor”) were in breach of Section 16 of VimpelCom’s bye-laws.

  • Without prejudice to any other rights under this Agreement, following the development of any dispute regarding the Refinancing Plan, the Spin-Off Plan or the MobiNil/ECMS Plan, each of Weather II and VimpelCom will appoint three persons to comprise a steering committee, which will meet once every two weeks to work in good faith to resolve any disputes regarding such matters.


More Definitions of Weather II

Weather II is defined in “Summary”.
Sample 1

Related to Weather II

  • Inclement Weather means any weather condition that delays the scheduled arrival or departure of a Common Carrier.

  • Cold Weather Alert means the notice that PJM provides to PJM Members, Transmission Owners, resource owners and operators, customers, and regulators to prepare personnel and facilities for expected extreme cold weather conditions.

  • Hot Weather Alert means the notice provided by PJM to PJM Members, Transmission Owners, resource owners and operators, customers, and regulators to prepare personnel and facilities for extreme hot and/or humid weather conditions which may cause capacity requirements and/or unit unavailability to be substantially higher than forecast are expected to persist for an extended period.

  • Hydroelectric energy means water used as the sole source of energy to produce electricity.

  • FPS means the Facilities, Planning, and Safety Program within the Public Health Division of the Oregon Health Authority (OHA).

  • Flare means a vendor-provided informational sign that, at a minimum, displays the prize structure, the serial number of the sleeve in play, the odds of winning a prize, and the price of the ticket. (3-26-08)

  • Pruning means the appropriate removal in accordance with good arboricultural practices of not more than one-third of the live branches or limbs of a tree or more than one-third of the live branches or limbs on a tree as part of a consistent annual pruning program;

  • Flowgate means a representative modeling of facilities or groups of facilities that may act as potential constraint points.

  • Rechargeable Electrical Energy Storage System (REESS) means the rechargeable energy storage system that provides electric energy for electrical propulsion.

  • connection pipe means a pipe, the ownership of which is vested in the Council and installed by it for the purpose of conveying water from a main to a water installation, and includes a "communication pipe" referred to in SABS Code 0252 Part I;

  • Ultra Low Sulfur Diesel Fuel means diesel fuel that has a sulfur content of no more than fifteen parts per million.

  • Interconnection Point means the point(s) of connection(s) at which the project is connected to the grid i.e. it shall be at 11 / 22 kV bus bar level of substation of MSEDCL.

  • Basecoat means a coat of colored material, usually opaque, that is applied before graining inks, glazing coats, or other opaque finishing materials and is usually topcoated for protection.

  • Weathertight means that in any sea conditions water will not penetrate into the ship.

  • Carcass means that part of a tyre other than the tread and the rubber sidewalls which, when inflated, bears the load;

  • Weatherization means building insulation (for attic, exterior walls and crawl space), siding to improve energy efficiency, replacement storm windows, replacement storm doors, replacement windows and replacement doors, and is considered a major system for rehabilitation.

  • Tobacco-related devices means cigarette papers or pipes for smoking or other devices intentionally designed or intended to be used in a manner which enables the chewing, sniffing, smoking, or inhalation of vapors of tobacco or tobacco products. Tobacco-related devices include components of tobacco-related devices which may be marketed or sold separately.

  • Image intensifier means a device, installed in its housing, which instantaneously converts an x-ray pattern into a corresponding light image of higher intensity.

  • Uppermost aquifer means the geologic formation nearest the natural ground surface that is an aquifer, as well as lower aquifers that are hydraulically interconnected with this aquifer within the facility's property boundary.

  • Net energy metering means measuring the difference, over the net metering period, between (i)

  • Tank wagon means a straight truck having 1 or more compartments other than the fuel supply tank designed or used to carry motor fuel.

  • Interconnection Service(s) means any Interconnection, Resale Services, 251(c)(3) UNEs, Collocation, functions, facilities, products or services offered under this Agreement.

  • Connection Point means an exit point or an entry point or a bidirectional point identified or to be identified as such in an access contract.

  • PJM Interconnection, L.L.C. or "PJM" means the privately-

  • GATS means the General Agreement on Trade in Services in Annex 1B to the WTO Agreement;

  • Green infrastructure means a stormwater management measure that manages stormwater close to its source by: