Split up, Merger and Consolidation Sample Clauses
The 'Split up, Merger and Consolidation' clause defines the procedures and rights of the parties in the event that one party undergoes a corporate restructuring, such as splitting into multiple entities, merging with another company, or consolidating with other businesses. Typically, this clause outlines how contractual obligations and rights are transferred or assigned to successor entities, and may require notification or consent from the other party. Its core function is to ensure continuity and clarity in contractual relationships despite significant organizational changes, thereby preventing disputes or confusion about who is responsible for fulfilling the contract after such events.
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Split up, Merger and Consolidation. Pledgors hereby agree that any split-up or merger agreement of the Company as well as any merger of the Company with and into third parties, or any transformation thereof, shall be implemented under the terms and conditions set forth in the Shareholders' Agreement. Furthermore, the pledges, restrictions and prohibitions hereby granted shall also encumber any shares in the new companies to be created as a consequence of such split-up, merger, consolidation, or transformation, or which survive any of them, which belong or would belong to Pledgors as owner of the Pledged Shares subject to the pledge, restrictions, and prohibitions granted hereunder and to all those new shares to be encumbered by this pledge, restrictions and prohibitions in compliance with the provisions set forth above. Pledgee is hereby exclusively authorized to cause the registration of these pledges and prohibitions in the Register of Pledges Without Conveyance and in the relevant Register Book of Shareholders, consequently the Pledgor hereby waives fulfillment of such formalities. SECTION TEN: INCREASES OF SHARES. - Should new bonus shares be issued, the relevant stock certificates to be issued shall also be affected by the pledge granted herein, and such pledge on the stock certificates must be recorded in the Register of Pledges Without Conveyance and in the Registered Book of Shareholders of the Company, at the sole request of the Notary Public in the name and on behalf of Pledgee.
Split up, Merger and Consolidation. Pledgor hereby agrees that any split-up or merger agreement of the Company as well as any merger of the Company with and into third parties, or any transformation thereof, shall be implemented under the terms and conditions set forth in the Shareholders’ Agreement. Furthermore, the pledges, restrictions and prohibitions hereby granted shall also encumber any shares in the new companies to be created as a consequence of such split-up, merger, consolidation, or transformation, or which survive any of them, which belong or would belong to Pledgor as owner of the Pledged
Split up, Merger and Consolidation. Pledgor hereby agrees that any split-up or merger agreement of the Company as well as any merger of the Company with and into third parties, or any transformation thereof, shall be implemented under the terms and conditions set forth in the Shareholders’ Agreement . Furthermore, the pledges, restrictions and prohibitions hereby granted shall also encumber any shares in the new companies to be created as a consequence of the split-up, merger, consolidation, or transformation, or which survive any of them, which belong or would belong to Pledgor as owner of the Shares subject to the pledge, restrictions, and prohibitions granted hereunder and to all those new shares to be encumbered by these pledges, restrictions and prohibitions in compliance with the provisions set forth above. Pledgee is hereby exclusively authorized to cause the registration of these pledges and prohibitions in the Pledge Without Conveyance Registry and in the relevant shareholders’ registry, consequently the Pledgor hereby waives fulfillment of such formalities.