Demerger Completion definition
Examples of Demerger Completion in a sentence
For the avoidance of doubt, GSK shall ensure (and shall procure that the members of the GSK Group ensure) that GSK shall be the sole holder of the B Shares until Completion, and the SLPs shall be the sole holders of the C Shares until completion of the SLP Share Exchange, and that GSK shall be the sole holder of the A Shares until the commencement of the Demerger Completion Steps.
Without prejudice to the foregoing, the board of directors of Codan Forsikring shall ensure, to the extent possible, that any such funding falls within an appropriate category of Tryg Perimeter assets and/or liabilities in the Demerger Plan and are properly booked in the accounts allowing for such funding to be tracked until transferred to Tryg Regulated Company upon Demerger Completion.
For the avoidance of doubt, Pfizer and Anacor shall ensure (and shall procure that the members of the Pfizer Group ensure) that, unless completion of the PFCHHL Transfer occurs before Demerger Completion, Anacor shall be the “Member” for the purposes of the PFCHHL LLC Agreement until Completion, provided that, if completion of the PFCHHL Transfer occurs before Demerger Completion, Pfizer shall be the “Member” for the purposes of the PFCHHL LLC Agreement until Completion.
The Parties acknowledge that their intent is for such Transitional Arrangements to be executed at or prior to Completion (and Demerger Completion, as applicable) with the Parties using reasonable endeavours to procure that any third party approvals required for the provision of such Transitional Arrangements are obtained prior to the commencement of the relevant services.
Following Demerger Completion, Tryg may provide funding to CodanSE and CodanNO without any restrictions under this Agreement.
The Parties agree to amend the terms of Section 6.5(a) (Preparation and Filing of Tax Returns) of the Cosmos SAPA as follows, each such amendment to be effective as at Demerger Completion.
The relevant board of directors shall as part of such decision ensure, to the extent possible, that any such funding falls within an appropriate category of Tryg Perimeter assets and/or liabilities respectively CodanDK Perimeter assets and/or liabilities in the Demerger Plan (as applicable) and are properly booked in the accounts allowing for such funding to be tracked until transferred to Tryg Regulated Company respectively NewCo upon Demerger Completion.
The Parties hereby agree and acknowledge that, on the basis set out in the immediately preceding sentence, there is sufficient time for payment or completion of the PFCHHL Onward Dividends and the GSKCHHL Onward Dividends ahead of Demerger Completion and completion of the Share Exchanges.