Demerger. 10.1 The Parties shall seek to complete the Demerger as soon as practicable following Completion and, in any event, within twelve (12) months from Completion.
10.2 Prior to the signing of the Demerger Plan,
10.2.1 the Parties shall procure that Codan Forsikring shall distribute the receivable owed to it pursuant to the Codan Group Loan to Codan Holdings, following which such Codan Group Loan shall be offset pursuant to the application of Applicable Law (the "Codan Group Loan Offset"); and
10.2.2 the Parties will use reasonable endeavours to ensure that ScandiJVCo transfers its shares in NewCo to Codan Holdings (including seeking any necessary approvals from the Danish Financial Supervisory Authority, provided doing so will not materially delay the signing of the Demerger Plan.
10.3 Subject to clause 8.1:
10.3.1 as soon as practically possible after Completion, and after NewCo has obtained its license as a non-life insurance company, and after the mandatory consultations with Codan Forsikring’s employees in Denmark, Norway and Sweden and the employees of Tryg Regulated Company, NewCo and Danish Regulated Subsidiary have completed, the Parties shall procure that the Demerger shall be initiated by filing of the Demerger Plan;
10.3.2 the Parties acknowledge and agree to procure that:
(A) upon Demerger Completion, Codan Forsikring shall automatically be dissolved;
(B) Codan Holdings shall receive shares in Tryg Regulated Company as consideration for the transfer of the Tryg Perimeter held by Codan Forsikring (the "Tryg Regulated Company Consideration Shares"), and shares in NewCo as consideration for the transfer of the CodanDK Perimeter being held by Codan Forsikring (the "NewCo Consideration Shares");
(C) the number of Tryg Regulated Company Consideration Shares and NewCo Consideration Shares to be issued pursuant to the steps in clause 10.3.2(B) shall be decided based on the value of the Tryg Perimeter (except for assets and liabilities in Codan Holdings) and the CodanDK Perimeter being held by Codan Forsikring, both as established in the Acquisition, and the market value of Tryg Regulated Company and NewCo, respectively, at the time of the execution of the Demerger Plan;
(D) the Demerger will, unless otherwise agreed between the Parties, have accounting effect as of 1 January 2021 (the "Demerger Accounting Date");
(E) the Tryg Perimeter (except for assets and liabilities held directly by Codan Holdings) shall be transferred to Tryg Regulated Company in the ...
Demerger. Any material variations are made to or material departures are made from the Relevant Provisions of the Scheme Booklet which have not received the prior written consent of the Agent acting on the instructions of the Majority Lenders (such consent not to be unreasonably withheld).
Demerger. It has taken all necessary action to authorise the Demerger and all relevant authorisations and approvals required to effect the Demerger have been obtained.
Demerger. The Company has not been concerned in an exempt distribution (as defined in section 214(4) ICTA 1988).
Demerger. To the extent that any agreement, arrangement or concerted practice or conduct in which a member of the MAB Group is or has been involved (including any tie arrangements in any tenancy agreement) relates to any business disposed of prior to or as a result of the Demerger, none of the same is the subject of any actual, potential or contingent claim (including under any indemnity) on the Securitisation Group under or in respect of the Demerger Agreements.
Demerger. Upon the terms and conditions set forth in this Agreement and the Demerger Agreement (as defined below), on the Closing Date (as defined below), Transferor agrees to convey, assign, transfer and deliver to Transferee, and Transferee agrees to acquire, accept and assume from Transferor, certain rights and obligations held by Transferor in relation to the Komoro Business held by Transferor details of which are provided in Schedule A of this Agreement by means of an absorption-type demerger (kyushu bunkatsu) in accordance with the Companies Act (the “Demerger”).
Demerger. (a) Subject to and upon the terms and conditions set forth in a separate Demerger Agreement and the Annexes thereto, attached hereto as EXHIBIT D, AAV shall transfer to Novelis, and Novelis shall take over and assume from AAV, by way of a spin-off (Abspaltung) in accordance with the provisions of the MA, all right, title and interest in and to the Aluminium Flat Rolled Products Business Assets as well as the Transferred Liabilities (the "Demerger").
(b) The Demerger Agreement, including the Annexes thereto, shall be in German language and shall prevail over any translation.
(c) The Demerger shall be undertaken with effect retroactive as to September 30, 2004 (the "Demerger Effective Date") and shall be consummated with the registration in the competent commercial register prior to or on the Effective Date. In the event registration (Tagebucheintrag) has not occurred, for whatever reason, by the Effective Date, the parties shall behave in all relevant aspects, including remuneration of employees, and shall perform all rights and obligations provided by this Agreement as well as the Ancillary Agreements, as if registration had timely occurred and shall use their reasonable best efforts to obtain registration as soon as practicable after the Effective Date. The parties shall enter into all necessary agreements and shall execute all necessary instruments to give effect to this undertaking.
(d) Each party shall inform and, if necessary, consult its employees, if any, in accordance with the terms of art. 50 and 28 MA and art. 333a CO in due time prior to the approval of the Demerger by its shareholders' meeting. The board of directors of each party shall inform the shareholders' meeting of the results of such information and consultation, as applicable, prior to the approval of the Demerger by the shareholders' meeting.
(e) Each party shall secure the claims of its creditors in due time prior to the approval of the Demerger by its shareholders' meeting in accordance with the terms of arts. 45, 46 and 49 para. 2
Demerger. 10.1 If notice is given to shareholders of the Company of a proposed demerger of the Company or of any Subsidiary, the Board may give notice to the Option-holder that this Option may then be exercised in respect of such proportion of the Shares as the Board may specify within such period (not exceeding 30 days) save that:
(a) no such notice shall be given unless the Auditors have confirmed in writing to the Board that the interests of the Option-holder would or might be substantially prejudiced if before the proposed demerger has effect the Option-holder could not exercise his Option and be registered as the holder of the Shares; and
(b) the proportion of the Shares which is so specified by the Board shall be the same as that specified in relation to all other rights to acquire Shares granted at the same time as was this Option.
Demerger. 15.1 The parties acknowledge that a statutory demerger (juridische splitsing) of the Vendor (the "DEMERGER") is contemplated pursuant to which the rights and obligations of the Vendor relating to the Shares shall be transferred by operation of law to Xxx Rubicon II B.V.
15.2 The Purchaser consents to the Demerger and agrees in advance to the substitution, effective of the effectiveness of the Demerger, of Xxx Rubicon II B.V. for the Vendor as a party hereunder.
15.3 The Purchaser further agrees that it will not initiate any proceedings in the Dutch courts in opposition to the Demerger under section 2:334l of the Netherlands Civil Code or seeking to nullify the Demerger under section 2:334u of the Netherlands Civil Code.
15.4 The Purchaser further agrees:
15.4.1 for the benefit of Xxx Rubicon I B.V., that it will not ever assert any claim against Xxx Rubicon I B.V. for liabilities arising out of this Agreement on the basis of section 2:334t of the Netherlands Civil Code and that all claims for liabilities arising under this Agreement will be made against Xxx Rubicon II B.V.; and
15.4.2 for the benefit of Jactmac Media B.V., that it will not ever assert any claim against Jactmac Media B.V. for liabilities arising out of this Agreement on the basis of section 2:334t of the Netherlands Civil Code and that all claims for liabilities arising under this Agreement will be made against Xxx Rubicon II B.V.
Demerger. The Newco By-Laws provides that, if and to the extent that Pirelli is not delisted after Completion of the Offer or within 12 months following the Offer Closing Date and any of the following events occur: (i) at the expiry of the first 3-year term the Shareholders Agreement is not renewed; or (ii) the Shareholders Agreement is automatically renewed after the initial 3-year term and, as at the expiry of fourth year as of Completion of the Offer, Pirelli is not Delisted; in such cases each of the Class B Shareholders shall be entitled to request and obtain the collapse into Newco of Holdco and/or Bidco, as the case may be, and the non-proportional demerger of Newco, with the attribution in favor of CF (or a wholly-owned subsidiary of CF) and in favor of LTI and/or LTI Ita) of assets (including a number of shares of Pirelli) and debts proportional to their Participation. For a period of (a) 6 months as from the expiry of the Put Option Period or (b) one month as of receipt of the notice requesting the Newco demerger (the “Call Option Exercise Period”), CNRC shall have the right to purchase, directly or through a different Person designated by the same, the Participations held by both the Class B Shareholders (the “Call Option”). The purchase price to be paid by CNRC or by the relevant designee for the Participation object of the Call Option shall be equal to (i) in case Pirelli is delisted: the exercise price of the Put Option or, if higher, the fair market value of the Participation, with a cap of 110% of the exercise price of the Put Option or (ii) in case Pirelli is listed: the exercise price of the Put Option or if higher the market value of the Participation object of the Put Option calculated as the see through based on 3 month average share price of Pirelli.
