German Reorganization definition

German Reorganization means the sale, transfer or distribution of (i) up to 12.5% of the aggregate amount of equity interests in each of Novelis Aluminium Holding Unlimited Company and/or Aleris Deutschland Holding GmbH and (ii) one additional share of such equity interests to AV Minerals (Netherlands) N.V. (and, in each case, any substantially concurrent interim sale, distribution, contribution or other transfer).
View Source
German Reorganization shall have the meaning set forth in Section 6.8.
View Source
German Reorganization means the reorganization of the J.V. Subsidiaries organized under the laws of the Federal Republic of Germany as described in Schedule 1 to the Second Amendment to this Agreement dated as of August 22, 2008.
View Source

Examples of German Reorganization in a sentence

  • The restrictions in sentences 1 and 2 in this section also apply to reorganizations and successors, e.g. in the meaning of the German Reorganization Act (Umwandlungsgesetz).

  • All sales, use, value added, transfer, intangible, excise, recording, documentary, stamp, and other similar Taxes or fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (other 104 97 than Taxes and fees increased in connection with the German Reorganization and the Pro Forma Transactions, which shall be for the account of ITTI) shall be paid one half by ITTI and one half by Purchaser and/or the Designated Purchasers when due.

  • The Company has not been involved in a business merger, share-for- share merger, legal merger or legal demerger (split), or transaction purported or intended to qualify for treatment under the provisions of the German Reorganization Tax Act (Umwandlungssteuergesetz).

  • Changes in the tenant by virtue of universal succession pursuant to the German Reorganization Act (Umwandlungsgesetz) shall remain unaffected by said agreement.

  • Further and notwithstanding the above, Buyer will indemnify and hold harmless FCS of any request to provide collateral in respect of any Transferred Liability pursuant to Sections 22, 125 German Reorganization Act (Umwandlungsgesetz, UmwG) claimed by a third party based on the Demerger until the expiration of six (6)-month period following Closing.

  • The documentation effecting the German Reorganization shall not be inconsistent with the intent of Articles I and II of this Agreement.

  • Neither bankruptcy nor judicial composition procedures have been applied for or have been commenced with respect to the properties of the Seller, and there are no circumstances that could justify the voidance of this Agreement pursuant to the provisions of the German Bankruptcy Code ("Konkursordnung"), the German Reorganization Code ("Vergleichsordnung") or the German Voidable Preference Act ("Anfechtungsgesetz").

  • Notwithstanding any other provision of this Agreement, the German Reorganization may be consummated on the German Reorganization Date.

  • Upon application of in accordance with Sections 9 and 10 German Reorganization Act [Umwandlungsgesetz] (UmwG) to serve as the joint auditor for the purpose of auditing the merger agreement between Prime Office REIT-AG as the transferring entity and OCM German Real Estate Holding AG as the acquiring entity.

  • Notwithstanding anything in this Section 6.14(e) to the contrary, Purchaser shall not be responsible for any Taxes or fees (including penalties and interest) incurred in connection with the consummation of the Pro Forma Transactions or the German Reorganization.


More Definitions of German Reorganization

German Reorganization means the reorganization of the J.V. Subsidiaries organized under the laws of the Federal Republic
View Source