DESCRIPTION OF THE LUXEMBOURG CONTRIBUTION Sample Clauses

DESCRIPTION OF THE LUXEMBOURG CONTRIBUTION. The Luxembourg Contribution consists in: 100% of the shares of Siemens Mobility GmbH, and 100% of the shares of Siemens Mobility Holding BV (the “Contributed Shares”), it being specified that (i) Siemens Mobility GmbH will, in particular, acquire or assume the German Siemens Target Business (including, the shares of Siemens Traction Gears GmbH, the shares of Hacon GmbH, and, directly or indirectly certain other shareholdings), 100% of the shares of Siemens Mobility AG (Switzerland), directly or indirectly 100% of Siemens Mobility GmbH (Austria), 100% of the shares of Siemens Mobility, Inc. (the United States), 100% of the shares of Siemens Rail Automation Holdings Ltd (the United-Kingdom), 100% of the shares in Siemens Mobility Ulasim Sistemleri A.S. (Turkey) and 99.99% of the shares in OOO Siemens Mobility (Russia); (ii) Siemens Mobility Holding BV will own (x) directly or indirectly the entirety of the Siemens Target Business other than such portion of the business that will be held by Siemens Mobility GmbH and Siemens Mobility SAS or (y) the cash value of portion of such business or shares referred to in (i) and (ii) (x) in case of transfers under a Deferred Transfer Agreement or a Direct Asset Deal; and (iii) Siemens Mobility GmbH or Siemens Mobility Holding BV will own a cash amount corresponding to the value of the shares of the German real estate vehicle. The Parties expressly agree that there is no Encumbrance related to the Contributed Shares to be transferred to the Beneficiary Company.
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Related to DESCRIPTION OF THE LUXEMBOURG CONTRIBUTION

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