Transaction and Group structure Sample Clauses

Transaction and Group structure. The Transaction was structured as an acquisition of 100% of the shares in the Targets by the Subsidiaries, with the Company as the indirect owner. The Targets are the sole owners of the Properties. The group structure after the Transaction is illustrated below. Group structure post Transaction Source: the Company The Share Purchase Agreement was signed on 29 September 2017 with simultaneous Closing. The Share Purchase Agreement was negotiated between representatives of the Company, on behalf of the Subsidiaries, and representatives of the Vendor. The main elements in the Share Purchase Agreement have been structured as follows: • The acquisition was carried out by means of a transfer of 100% of the shares in the Targets • The purchase price was based on the Gross Portfolio Value of SEK 600,000,000 and was paid upon Closing • The purchase price is subject to auditing and adjustment 35 business days after Closing • The Vendor’s obligations under the Share Purchase Agreement is secured by a guarantee from Xxxx I Group Holding AB (corporate identification number 559015-8019. The purchase price payable on Closing was a preliminary amount based on a pro forma balance sheet and the final purchase price will be calculated based on the closing accounts to be prepared by the Vendor and reviewed by the Targets’ auditor and the Company following Closing. All existing debt of the Targets was repaid by the Subsidiaries, on behalf of the Targets, at Closing. The Share Purchase Agreement contains warranties regarding inter alia the Targets, the Portfolio, the Lease Agreements, tax and disputes; warranties collectively deemed by the Group and its legal advisors aim to be in line with Swedish market practice with customary limitations regarding the Vendor’s liability for breach of warranties and in respect of thresholds and time limits for making claims.
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Transaction and Group structure. The Transaction was structured as an acquisition of 100% of the shares in the Targets by the Subsidiaries, with the Company as the indirect owner. The Targets are the sole owners of the Properties. The group structure before the Transaction is illustrated below. Group structure before Transaction Source: the Company The current Group structure is illustrated below. Group structure post Transaction Source: the Company The Share Purchase Agreement was signed in March 2017 and Closing of the Transaction was on 21 April 2017. The Share Purchase Agreement was negotiated between representatives of the Manager, on behalf of the Subsidiaries, and representatives of the Vendor. The main elements in the Share Purchase Agreement have been structured as follows:  The acquisition was carried out by means of a transfer of 100% of the shares in the Targets  The purchase price was based on the Gross Real Estate Value of SEK 1,515,000,000 and was paid upon Closing  The purchase price is subject to auditing and adjustment 45 business days after Closing  As security for the Vendor's obligations under the Share Purchase Agreement, the Company has arranged for an M&A-insurance in the name of the Subsidiaries which the Vendor will pay the insurance- premium for up to SEK 1,000,000. The insurance policy took effect as from the closing date and instead of a reduction of the purchase price, the sole remedy for the Subsidiaries as a consequence of any breach of the Vendor's warranties following Closing in the Share Purchase Agreement will be a right for the Subsidiaries to claim compensation from the insurer under the insurance policy. Further, insurance compensation payable for any breach of the warranties is treated as taxable income as opposed to a reduction of the purchase price under a share purchase agreement. The purchase price payable on Closing was a preliminary amount based on a pro forma balance sheet and the final purchase price will be calculated based on the closing accounts to be prepared by the Vendor and reviewed by the Targets' auditor and the Company following Closing. The Share Purchase Agreement contains warranties regarding the Targets, the Portfolio, the Lease Agreements, tax and insurance, collectively deemed by the Group and its legal advisors to be in line with Swedish market practice with customary limitations regarding the Vendor’s liability for breach of warranties and in respect of thresholds and time limits for making claims. On Closing, the Targe...
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Transaction and Group structure. The Transaction was structured as an acquisition of 100% of the shares in the Targets by the Company, with an option to go forward with the Transaction by one of the Subsidiaries, or by a Subsidiary directly. The Transaction was completed by way of five separate Share Purchase Agreements with three separate Closing dates, . The first occurred in March 2016, the second is expected to occur in Q2 2016 and the third in Q1 2017. On each Closing date, the Company, or the relevant borrower, will submit a unconditional and irrevocable draw down request, subject to the satisfaction of certain conditions precedent for each Closing, to utilise the part of the Debt Facility to be applied together with a part of the paid-in funds from the Recent Equity Issue, towards refinancing the relevant Targets existing debt and paying the purchase price for the shares. On each relevant Closing date, the Targets will be sole legal and registered owners (holder of the site leasehold in respect of Helsingborg Ridskolan 3) of the Properties. Following each Closing date, the relevant Subsidiary acquiring a Target Company will be merged into such Target Company with the Target Company as surviving entity, making the Company the direct shareholder of the Targets. The group structure prior to the completion of the Transaction is illustrated below. Group structure prior to the completion of the Transaction Source: The Vendor The long-term Group structure following completion of the Transaction and the contemplated mergers between the Subsidiaries and the Targets is illustrated below: Planned long term group structure Source: The Company
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Transaction and Group structure. The Transaction was structured as an acquisition of 100 % of the shares in the Target by the Company, through the Subsidiary. The Target’s only shareholder prior the acquisition was the Vendor. The group structure prior to the completion of the Transaction is illustrated below. Prior to the Transaction, the Target was named Wilfast Vindtyget AB. Group structure prior to the completion of the Transaction Source: the Company The Group structure as of the date of this Company Description is illustrated below. Please note that the Subsidiary and the Target will be merged prior 31 December 2016. Group structure as of the date of this Company Description Source: the Company
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Related to Transaction and Group structure

  • Framework Management Structure 2.1.1 The Supplier shall provide a suitably qualified nominated contact (the “Supplier Framework Manager”) who will take overall responsibility for delivering the Goods and/or Services required within this Framework Agreement, as well as a suitably qualified deputy to act in their absence.

  • Mergers and Acquisitions The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower, or the merger or consolidation of two or more Subsidiaries of the Borrower.

  • Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.

  • Organizational Matters 16 Section 2.1. Organization.....................................................16 Section 2.2. Name ............................................................16 Section 2.3. Resident Agent; Principal Office.................................16 Section 2.4.

  • Agreement Structure 2.1 An “Agreement” hereunder shall consist of this Master Agreement, the Schedule, and their applicable attachments and represents the complete and exclusive agreement between the Parties regarding the subject matter of the Schedule, and replaces any prior oral or written communications between the Parties relating thereto. Each Lease is effective when the Schedule containing such Lease is executed by the Parties thereto.

  • Management Structure Describe the overall management approach toward planning and implementing the contract. Include an organization chart for the management of the contract, if awarded. 3.2

  • Organization and Standing The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

  • Governance Structure The Academy shall be organized and administered as a Michigan nonprofit corporation under the direction of the Academy Board and pursuant to the governance structure as set forth in the Bylaws. The Academy’s Board of Directors shall meet monthly unless another schedule is mutually agreed upon by the President and the Academy. The Academy shall not delegate this duty of organization and administration of the Academy without the express affirmative consent of the University.

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