Demergers definition

Demergers means Demerger 1 and Demerger 2 collectively and the term “Demerger” shall be construed accordingly;
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Demergers has the meaning set forth in Section 2.1(b).
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Examples of Demergers in a sentence

  • The parties acknowledge that the current intention is to effect the Restructuring in a tax efficient manner by means of one or more Legal Demergers preceded by a reorganisation of the ABN AMRO Group but that other methods may be used and it is possible that different methods may be used at different times to transfer Acquired Businesses to the relevant Investors (or members of their respective Groups), including (without limitation) sales and purchases of assets and distribution of assets.

  • No Sale Subsidiary has ever been involved in a demerger and/or an exempt distribution as provided for in sections 1073 to 1099 (inclusive) of the CTA 2010 (Demergers).

  • The Issuer or any other Group Company, the Ultimate Parent or the Parent ceases to carry on its business (except if due to (i) a permitted merger or demerger as stipulated in Clause 14.9 (Mergers and Demergers) above or (ii) a permitted disposal in accordance with Clause 13.6 (Disposal of Assets).

  • The Beneficiary Company by Absorption and the Beneficiary Companies by Incorporation shall be substituted as universal successors to the property (assets and liabilities) transferred to them, as such is reflected in the respective sections of the Demerged Companies' Transformation Balance Sheets and in this Draft Demergers Agreement, and as such will be formed until the Completion Date and further specified in the Final Demergers Agreement.

  • The transfer of such property to the Beneficiary Companies (by Absorption and by Incorporation) will take place in accordance with the allocation set out in the present Draft Demergers Agreement, the Transformation Balance Sheets and in the Final Demergers Agreement.

  • No Group Company has been engaged in nor been a party to any of the transactions set out in Chapter 5 of Part 23 of CTA 2010 or ss.213 to 218 of the ICTA (Demergers).

  • The Buyer has never been involved in a demerger and/or an exempt distribution as provided for in sections 1073 to 1099 (inclusive) of the CTA 2010 (Demergers).

  • The Beneficiary Companies by Incorporation will be established by virtue of the Articles of Association approved by the General Meetings of the shareholders of the Demerged Companies and the Beneficiary Company by Absorption and will be included in the Final Demergers Agreement that will be notarized.

  • In each such case, NCL and the Purchaser will use all commercially reasonable efforts to obtain the client’s consent to NCL and the Purchaser being appointed as co-underwriter or co-placement agent so as to facilitate NCL and the Purchaser acting together to provide (for no additional consideration) all services, taking advantage of all resources, that would have been available to the client in the absence of the Demergers.

  • Such employees will be timely and properly notified of the Common Demergers, as required by applicable law.

Related to Demergers

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • Mergers has the meaning set forth in the Recitals.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Divestiture means any transaction or event that the Board specifies as a Divestiture under Section 10.5.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;