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ProSiebenSat Sample Clauses

ProSiebenSat. 1 Media SE does not assume any further warranties or guarantees and, to the extent legally permissible, such further warranties or guarantees shall be excluded.
ProSiebenSat. 1 Media SE with its registered office in Unterföhring, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 219439,
ProSiebenSat. 1 Media SE is the owner of the Contribution Shares I and can freely dispose of them;
ProSiebenSat. 1 Media XX, Xxxxxxxxxxx 0, X-00000 Xxxxxxxxxxxx, Xxxxxxx - “X0X0” -
ProSiebenSat. 1 Media SE hereby contributes the Contribution Shares II to Entertain- ment Holding in accordance with the following provisions of this agreement with all rights associated therewith, including any undistributed profits, and hereby assigns the Contribution Shares II to Entertainment Holding in accordance with the following provisions of this agreement with all rights associated therewith, including any undis- tributed profits. Entertainment Holding hereby accepts this contribution and assign- ment in each case.
ProSiebenSat. 1 Fünfzehnte Verwaltungsgesellschaft mbH, with its registered of- fice in Unterföhring, registered with the commercial register of the local court of Mu- nich under HRB 177760. – hereinafter each a “Party” and collectively the “Parties” – Recitals1 (A) The share capital of Joyn GmbH with its registered office in Munich, registered with the commercial register of the local court of Munich under HRB 235362, as regis- tered with the commercial register amounts to EUR 25,002.00 and is divided into a total of 25,002 shares with a nominal amount (Nennbetrag) of EUR 1.00 each. ProS- iebenSat.1 Media SE holds all shares in Joyn GmbH (the “Existing Joyn Shares”) and is thus its sole shareholder. It acquired the Existing Joyn Shares by a share pur- chase and assignment agreement dated [●] from Xxxxx.Xxx Entertainment Group GmbH with its registered office in Unterföhring, registered with the commercial reg- ister of the local court of Munich under HRB 168016, which sold and assigned the Existing Joyn Shares to ProSiebenSat.1 Media SE with immediate effect on the basis of the aforementioned share purchase and assignment agreement. (B) By resolution of [today], the shareholders’ meeting of Joyn GmbH resolved to in- crease the share capital of Joyn GmbH from EUR 25,002.00 by EUR 998.00 to EUR 26,000.00 by issuing a total of 998 new shares with a nominal amount of EUR 1.00 each (the “New Joyn Shares” and together with the Existing Xxxx Xxxxxx,
ProSiebenSat. 1 Media SE undertakes to terminate the existing domination and profit and loss transfer agreement between ProSiebenSat.1 Media SE and Xxxxx.Xxx Enter- tainment Group GmbH dated May 23, 2007, with effect no later than the Transfer Date I.
ProSiebenSat. 1 Media AG is a stock corporation [Aktiengesellschaft] under German law with its registered office and headquarters in Unterföhring, Germany.
ProSiebenSat. 1 Media SE as the sole shareholder of Joyn GmbH was authorized to subscribe for the New Joyn Shares. The New Joyn Shares will be issued to ProSiebenSat.1 Media SE against payment of their nominal amount in cash and an additional contribution in kind (premium in kind) in the form of the Contribution Shares I in accordance with the more-detailed provi- sions of the aforementioned capital increase resolution. ProSiebenSat.1 Media SE has subscribed for the New Joyn Shares by way of a subscription declaration of [to- day].
ProSiebenSat. 1 Media SE hereby guarantees to Joyn GmbH within the meaning of an independent guarantee promise pursuant to section 311 para. 1 of the German Civil Code (BGB) that on the Transfer Date I