Corporate Measures. Nothing in this Agreement shall be taken to prevent any of the Parties to seek to enter into and/or to adopt resolutions in favour of any enterprise agreements pursuant to section 291 Stock Corporation Act, merger under the German Transformation Act (Umwandlungsgesetz – Transformation Act), change of corporate form under the Transformation Act, squeeze-out under the Stock Corporation Act or the Takeover Act, merger squeeze-out under the Transformation Act or integration under the Stock Corporation Act in relation to the Company and/or the Bidder. Following any merger of the Company and the Bidder, all stipulations herein on rights and obligations of the Company shall apply to the merged company mutatis mutandis. In the event of the implementation of any such DPLTA, squeeze-out, merger squeeze-out or integration, nothing in this Agreement shall hinder the Bidder, the Parent or another member of McKesson Group to require or to take steps to implement measures which are directed at fully realising synergy effects from the Business Combination or optimising the tax structure or realising tax benefits of the combined group.
Corporate Measures. 5. 1 Revised Articles of Organization In the extraordinary shareholders’ meeting according to Section 2.1 above, the Existing Shareholders shall revise the Company’s Articles of Organization (a true copy of which is set for in Annex 5.1 hereto).
Corporate Measures. (only applicable if either party is a legal entity or trust)
Corporate Measures. All necessary or required corporate measures, proceedings and actions of the directors and shareholders of DLT have been taken to authorize and enable DLT to enter into and deliver this Agreement and to perform its obligations hereunder and thereunder.
Corporate Measures. The Bidder may consider the initiation of a delisting of the Alpine Shares in the future, following settlement of the Exchange Offer or at a later date, depending on the stake of the Bidder, prevailing market conditions and other economic considerations, and, later, a squeeze-out, in each case subject to all applicable legal requirements. For the avoidance of doubt, nothing in this Agreement shall limit (i) the rights and obligations of the Bidder towards the Company which would arise, for example, from a domination and/or a profit and loss transfer agreement pursuant to Sections 308, 309 Stock Corporation Act or (ii) prevent the Bidder or the Company from seeking to enter into and/or to adopt resolutions in favor of any enterprise agreements pursuant to Section 291 of the German Stock Corporation Act.
Corporate Measures. All necessary or required corporate measures, proceedings and actions of the directors and shareholders of Foro have been taken to authorize and enable Foro to enter into and deliver this Agreement and to perform its obligations hereunder and thereunder.
Corporate Measures. All necessary or required corporate measures, proceedings and actions of the directors and shareholders of ETS have been taken to authorize and enable ETS to enter into and deliver this Agreement and to perform its obligations hereunder and thereunder.
Corporate Measures. Nothing in this Agreement shall prevent either Party to seek to enter into and/or to adopt resolutions in favor of any enterprise agreements pursuant to Section 291 German Stock Corporation Act, merger under the German Transformation Act (Umwandlungsgesetz – “German Transformation Act”), change of corporate form under the German Transformation Act, squeeze-out under the German Stock Corporation Act or the German Takeover Act, cash-out merger under the German Transformation Act or integration under the German Stock Corporation Act in relation to the Company and/or the Bidder. Following any merger of the Company and the Bidder, all and any stipulations hereunder relating to rights and obligations of the Company shall apply to the merged company mutatis mutandis.
Corporate Measures. 9.1 Nothing in this Agreement shall prevent any of the Parties to seek to enter into and/or to adopt resolutions in favor of any enterprise agreements pursuant to Section 291 AktG, merger under the Transformation Act, change of corporate form (conversion) under the Transformation Act, squeeze-out under the AktG or the WpÜG, merger squeeze-out under the Transformation Act or integration under the AktG, delisting and other similar measures (Reorganisation Measures) in relation to the Company and or the Bidder. Following any merger of the Company and the Bidder, all stipulations herein on rights and obligations of the Company shall apply to the merged company mutatis mutandis.
9.2 In the event of the implementation of a Reorganisation Measure, nothing in this Agreement shall prevent the Acquirors or another member of the BW Group to require and to take steps to implement measures which are directed at fully realizing synergy effects from the envisaged business combination or optimizing the tax structure or realizing tax benefits of the combined group.
Corporate Measures
