Demerger Sample Clauses

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. 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. The Seller and the Company shall have completed the Demerger.

Demerger. (a) In the period between the date hereof and the Closing, (i) to the extent permitted by applicable Laws and Orders and (ii) in accordance with the Demerger Proposal, the Company shall consummate the Demerger in conjunction with VEON Intermediate Holdings and VEON MidCo. (b) Following the Demerger, the Company will hold only the Retained Assets and Liabilities.

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. 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. 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. 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.

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. 15.2 The Purchaser consents to the Demerger and agrees in advance to the substitution, effective of the effectiveness of the Demerger, of Jactmac Media 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 Jactmac Media B.V.; and 15.4.2 for the benefit of Xxx Rubicon II B.V., that it will not ever assert any claim against Xxx Rubicon II 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 Jactmac Media B.V.