UmwG. If the consent of the third party is required to transfer the rights of use, § 16.6 shall apply.
UmwG. 4bb AG has granted a total of 2,115,000 still outstanding stock options from the 2017 and 2019 stock option plans (together the "4bb AG Stock Options") to members of the management board and employees of 4bb AG group companies (such group companies jointly with 4bb AG “4bb AG Group” and the owners of the stock options jointly the "Entitled Parties"), of which 1,000,000 have been al- located to the management board member Xxxxxx Xxxxxxxxx, 750,000 to the man- agement board member Xxxxx Xxxx and a further 365,000 to employees of 4bb AG group. Since the stock option plans 2017 and 2019 were not tailored to the changed circumstances following the Spin-off, it is currently intended to settle the 4bb AG Stock Options against cash payment the details of which will be deter- mined by the Supervisory Board (with respect to the Management Board of 4bb AG) or the Management Board (with respect to employees of the 4bb AG Group) of 4bb AG.
UmwG. The current board members of 4bb AG, Xxxxxx Xxxxxxxxx and Xxxxx Xxxx, are al- so managing directors of 4bb SE. Until now they have not yet received a sepa- rate remuneration as managing directors of 4bb SE. The total remuneration paid to Xx. Xxxxxxxxx and Xx. Xxxx by the 4bb AG Group will not change as a result of the Spin-off. However, the remuneration of Xx. Xxxxxxxxx and Xx. Xxxx as mem- bers of the Management Board of 4bb AG will be reduced after the Spin-off to the extent that they receive remuneration as managing directors of 4bb SE after the Spin-off. The respective remuneration portions attributable to 4bb AG and 4bb SE will be determined by the executive bodies of 4bb AG and 4bb SE after the Spin-off takes effect. In the future, Xx. Xxxxxxxxx'x and Xx. Xxxx’x compensation as managing director of 4bb SE is expected to account for all or most of their compensation granted by 4bb AG Group. With regard to the 4bb AG Stock Op- tions already granted to Xx. Xxxxxxxxx and Xx. Xxxx and the 4bb SE Stock Op- tions to be granted in the course of the Spin-off, reference is made to sections 11.1 and 11.2.
UmwG. No special rights or preferences within the meaning of section 5 para. 1 no. 7 UmwG exist or existed either at the Transferring Company or at the Acquiring Company. No measures within the meaning of section 5 para. 1 no. 7 UmwG are planned.
UmwG. The consequences of the merger for the employees of the Transferring Company and the Acquiring Company result from sections 20 para. 1 no. 1 and no. 2, 309 UmwG and section 613a BGB.
UmwG. The Acquiring Company hereby waives any action against the validity of the shareholder resolutions adopted under section III.
UmwG. No special rights within the meaning of Section 5 para. 1 no. 7 UmwG exist with respect to the Parties and no measures within the meaning of Section 5 para. 1 no. 7 UmwG are envisaged.
UmwG. In deviation from this, for individual items of the Operating Assets To Be Transferred in this Hive-down Agreement, other transfer meth- ods by transfer or granting (only) of beneficial ownership pursuant to Sec. 39
UmwG. The Transferred Healthcare Rights Of Use shall be transferred by way of transfer of the relevant agreements, also by way of partial universal legal suc- cession, pursuant to the provisions of § 10 of this Hive-down Agreement, unless § 4.5 of this Hive-down Agreement specifies otherwise for software.
