Foreign Subsidiary Shares definition
Examples of Foreign Subsidiary Shares in a sentence
Thereafter, STEAG will use commercially reasonable efforts to cause Newco to become the owner, in accordance with all applicable legal requirements, of the Foreign Subsidiary Shares.
The transactions described in this Section 1.1 will be effected in such manner that (a) Newco will own all of the Foreign Subsidiary Shares, (b) Newco will have no other assets or liabilities (other than its initial 25,000 Euro cash capitalization) and (c) STEAG will own 100% of the issued and outstanding capital stock of Newco (the "Newco Shares" and, together with the Direct Subsidiary Shares, the "STEAG Shares").
Prior to the Closing (as defined below in Section 2.4), STEAG shall transfer and deliver, whether by capital contribution, sale or otherwise, the Foreign Subsidiary Shares to Newco, notarized in accordance with applicable law as necessary to effect their transfer.
After the Final Standstill Termination Date, the Bailee shall deliver the certificates representing the Pledged Foreign Subsidiary Shares to or as directed by the Noteholder Trustee.
Section 1.1 is hereby amended: (x) by adding at the end of the parenthetical in clause (b) thereof the following: "and expenses incidental to its formation and the transfer to it of the Foreign Subsidiary Shares"; and (y) by deleting from clause (c) thereof the ending parenthetical and replacing it with the following: "(the "NEWCO SHARES")".
Subsection (iii) of Section ---------------------------------------- 3.3(b) of the Agreement is hereby amended by deleting the words "Direct Subsidiary Shares" and replacing them with the words "Foreign Subsidiary Shares".
Section 1.1 is hereby ---------------------------------------------- amended: (x) by adding at the end of the parenthetical in clause (b) thereof the following: "and expenses incidental to its formation and the transfer to it of the Foreign Subsidiary Shares"; and (y) by deleting from clause (c) thereof the ending parenthetical and replacing it with the following: "(the "Newco ----- Shares")".
The Bailee shall not be responsible to any Benefited Party for any recital, statement, representation or warranty in any Noteholder Documents, Credit Facility Documents or any certificate representing the Pledged Foreign Subsidiary Shares or for any Lien thereunder or the perfection or priority of any such Lien.
Contemporaneously with the execution and delivery hereof, the Grantor is delivering the Direct Subsidiary Intercompany Agreement, the Indirect Subsidiary Intercompany Agreements and certificates representing the Direct Domestic Subsidiary Shares and the Direct Foreign Subsidiary Shares in pledge hereunder.
The aggregate purchase price for the Foreign Subsidiary Shares shall be an amount equal to $358,340,000 in cash, which reflects the sum of the purchase prices for the Foreign Subsidiaries as set forth in Schedule 1.3 (the “Foreign Subsidiary Purchase Prices”), subject to adjustment pursuant to Section 4.