Demerger Agreement Sample Clauses

Demerger Agreement. Concurrently with the execution hereof, Transferee and Transferor shall enter into a demerger agreement in the form appended hereto as Exhibit B (the “Demerger Agreement”) setting forth certain statutory matters stipulated under the Companies Act as required in order to effectuate the Demerger. The Demerger Agreement shall constitute a part of, and shall be construed in accordance with, this Agreement. If there is any conflict or inconsistency between the provisions of this Agreement and the Demerger Agreement, the provisions of this Agreement shall prevail to the extent of such conflict or inconsistency. Transferor and Transferee hereby agree to procure such amendments to the Demerger Agreement as may be necessary to render the Demerger Agreement consistent with the provisions of this Agreement. If this Agreement is terminated for any reason whatsoever, the Demerger Agreement shall immediately become void without any notice or action by Transferor or Transferee, and the Parties agree to execute any such documents and take any such actions as deemed necessary or advisable to effect the voidance of the Demerger Agreement.
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Demerger Agreement. On 1 April 2016 the Bank also entered into the Pre-Demerger and Cooperation Agreement with Bank BPH, with the support of the Bank BPH Sellers (the “Pre-Demerger Agreement”). The Pre- Demerger Agreement sets out preliminary terms and principles of the Demerger, including the general terms and conditions of cooperation between the parties in the preparation of the Demerger plan and the implementation of the Demerger. The Pre-Demerger Agreement also sets out the principles for agreeing the Share Exchange Ratio and the principles of allocation of the assets and liabilities of Bank BPH to Bank BPH Core Business and Bank BPH Mortgage Business. It also contains certain commitments of Bank BPH relating to conducting its activities between the signing of the Share Purchase and Demerger Agreement and the Demerger Effective Date. According to the Pre-Demerger Agreement, the Demerger plan is to be agreed by the Bank and Bank BPH by 30 April 2016, subject to a possible extension. On 31 March 2016 the Bank was informed by its significant shareholder, Powszechny Zakład Ubezpieczeń S.A. (“PZU”), that on 31 March 2016 in relation to signing and implementation of the Share Purchase and Demerger Agreement, at the request of the Bank, PZU issued a support letter (the “Support Letter”) to the Bank BPH Sellers in which PZU undertook, subject to any regulatory requirements and/or requests of the PFSA, inter alia, to:
Sample 1
Demerger Agreement. The demerger and transfer agreement concluded between Seller and the Subject Company on 26 September 2006 (attached hereto as Schedule C). Demerger Balance Sheet: the demerger balance sheet of Seller as of 31 December 2005 (see Exhibit 3 to the Demerger Agreement). Effective Date: 31 October 2006. Net Working Capital: the value of accounts receivable plus inventories plus prepaid expenses, less assumed liabilities. Party: either Seller or Purchaser, as the context requires, and "Parties" shall mean Seller and Purchaser, collectively. Purchase Price: € 13,218,290.25, subject to adjustment as provided in Section 2.4.
Sample 1

Related to Demerger Agreement

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Acquisition Agreement Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

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