De-Merger Sample Clauses

De-Merger. In case Successful Expiration occurs, the Parties shall take all necessary actions and enter into any necessary agreements and resolutions in order to resolve the de-merger of ITA (the “De-merger”), in substantially the form attached hereto as Exhibit 1 (the “De-merger Resolutions”), whereby a new vehicle will be created (the “SPV”) and 49% of the shares of stock of ASUR owned by ITA, that is the Converted Shares will be conveyed and transferred to the SPV, which will be owned 49 % by CPH and 51 % by FCP, whereas all other of ITA’s remaining assets, rights and obligations, including such under the Technical Assistance and Transfer of Technology Agreement dated 18 December 1998 with ASUR and others (the “TSA”), shall remain in ITA and it being agreed that CPH shall not be required, as a result of this De-merger Letter Agreement, to contribute any funds to, guarantee or otherwise ensure the performance of any of the obligations of ITA and SPV.
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De-Merger. (a) If the shareholders’ meeting resolves to approve a de-merger plan pursuant to which the Issuer shall dissolve by means of some or all of the Issuer’s assets and liabilities are transferred to one or several other companies, the Convertible Holders shall receive at least equivalent rights in the acquiring company, or when applicable, the acquiring companies, as in the Issuer (the transferring company), provided that the Convertible Holders are not entitled to have their Convertible Notes redeemed pursuant to the de-merger plan. Agreement for the Issuance and Subscription of Convertible Notes 11
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De-Merger. (a) If (i) the shareholders' meeting resolves to approve a de-merger plan pursuant to which the Company shall dissolve by means of some or all of the Company's assets and liabilities are transferred to one or several other companies or (ii) all shareholders in the Company sign such a de-merger plan, the Convertible Holders shall receive at least equivalent rights in the acquiring company, or when applicable, the acquiring companies, as in the Company (the transferring company), provided that the Convertible Holders are not entitled to have their Convertibles redeemed pursuant to the de-merger plan.
Sample 1
De-Merger. The Company shall not, and shall ensure that no other member of the Group will, carry out any de-merger or other corporate reorganisation involving a split of the Company or any other member of the Group, to the extent such de-merger would have a Material Adverse Effect.
Sample 1

Related to De-Merger

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Effective Time of the Merger Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Bank Merger Immediately following the Merger, Xxxxxx City Savings Bank, a federal savings association and wholly owned Subsidiary of Xxxxxx (“Xxxxxx Bank”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust Company, a bank chartered under the laws of the State of New York and a wholly owned Subsidiary of M&T (“M&T Bank”). M&T Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company, and, following the Bank Merger, the separate existence of Xxxxxx Bank shall cease. The parties agree that the Bank Merger shall become effective immediately following the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a form to be specified by M&T in consultation with Xxxxxx (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals for the Bank Merger, M&T and Xxxxxx shall cause the following to be accomplished prior to the filing of applications for Regulatory Approval: (i)(A) Xxxxxx shall cause Xxxxxx Bank to approve the Subsidiary Plan of Merger, (B) Xxxxxx, as the sole shareholder of Xxxxxx Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx Bank and delivered to M&T, and (ii)(A) M&T shall cause M&T Bank to approve the Subsidiary Plan of Merger, (B) M&T, as the sole shareholder of M&T Bank, shall approve the Subsidiary Plan of Merger and (C) M&T shall cause the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to Xxxxxx. Prior to the Effective Time, Xxxxxx shall cause Xxxxxx Bank, and M&T shall cause M&T Bank, to execute such certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time. M&T shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of M&T Bank, the number of directors constituting the Board of Directors of M&T Bank shall be increased by one and Xxxxxx’x CEO shall be appointed as a director of M&T Bank.

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