Business Integration definition
Examples of Business Integration in a sentence
This change in the method aims to implement the Business Integration without lowering the corporate value of Nippon Steel and Sumitomo Metals, and the Companies believe that this arrangement will serve the interests of all of the shareholders of the Companies.
However, by taking into account the views of advisors regarding Australian tax and legal matters, the Companies agreed to change the method of the Business Integration to the two-step procedure as described above, which is lawful and valid under Japanese laws and regulations, in order to ensure that the roll-over relief under Australian tax law applies to some of the assets to be integrated.
With respect to the method of the Business Integration, as of September 22 of last year when the Master Integration Agreement was executed, it was contemplated that the Companies would effect an absorption-type merger without a share exchange process (“One-Step Merger”).
The Integrated Company will strongly advance the following four measures with the aim to become “the Best Steelmaker with World-Leading Capabilities” at an early stage after the Business Integration.
The company resulting from the Business Integration via the two-step procedure will not be different from that resulting from the originally-intended One-Step Merger.
Through the Business Integration, the Companies will make a thorough effort to seek the “combination of their respective advanced management resources that each has built up and the consolidation of the superior areas of their respective businesses”.
The Business Integration Agreement may be terminated only in accordance with the previous Paragraph and no Party may terminate the Business Integration Agreement based on any grounds other than set forth in the previous Paragraph irrespective of its legal basis.
ZHD shall, as of the date of the Business Integration Agreement, express its opinions supporting the ZHD TOB if the ZHD TOB is implemented (hereinafter, the “ZHD Support Opinion”) by resolution of the Board of Directors of ZHD, and announce to that effect.
Each Party shall bear its own costs incurred in connection with the execution and performance of the Business Integration Agreement, except as otherwise expressly provided in the Definitive Agreement.
For the avoidance of doubt, if LINE breaches any obligation pursuant to the Business Integration Agreement, and as a result, a Party suffers any Losses other than Value Depreciation Loss of LINE Shares, such Party may demand indemnification from LINE in accordance with the preceding Paragraph.