Demerger. 8.1 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:
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. 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. 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. 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 Jactmac Media 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. Call Option 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.
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.
Demerger. So far as the Seller is aware, since the date falling six years prior to the Accounts Date no Group Member which is resident in the United Kingdom for Tax purposes has been concerned in an exempt distribution (as defined in section 214(4) ICTA 1988).
