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.
Sample 1
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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. Support letter issued by PZU 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.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Transaction Agreement The execution and delivery of each Confirmation between the Seller and the Purchaser shall be an agreement between such parties to the effect that, with respect to the Primary Portfolio described therein, and subject to the terms hereof and thereof, (i) the Seller shall sell, and the Purchaser shall purchase, on the Transaction Settlement Date all of the Seller’s right, title and interest in and to the Primary Portfolio Excess Spread and all proceeds thereof and the Secondary Portfolio Excess Spread and all proceeds thereof, all in exchange for the payment of the Transaction Purchase Price, and (ii) each party shall perform its duties under this Agreement as supplemented and amended by such Confirmation.

  • of the Merger Agreement Section 2.26 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • Termination of Merger Agreement 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.

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, 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.

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