Demerger Agreement Clause Samples
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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.
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:
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.