Examples of German Shares in a sentence
If any such payment falls to be made the Sellers and the Purchasers will agree a reasonable apportionment of the adjustment in the consideration between the UK Shares, the Italian Shares and the German Shares.
The procedures for tendering Celanese Shares are set forth in the Mandatory Offer Document under the Sections V.5.(c) and (d) “The Offer — Acceptance and Execution of the Offer; Procedures of Tendering Celanese Shares — Procedures Applicable to German Shares during the Subsequent Acceptance Period” and “The Offer — Acceptance and Execution of the Offer; Procedures of Tendering Celanese Shares — Procedures Applicable to North American Shares”, as applicable.
At the Closing, upon the terms and subject to the conditions of this Agreement, (i) the Seller agrees to sell and deliver to the Buyer, and the Buyer agrees to purchase from the Seller, the Shares, (ii) the UK Seller agrees to sell and deliver to the UK Buyer, and the UK Buyer agrees to purchase from the UK Seller, the UK Shares, and (iii) the UK Seller agrees to sell and deliver to the German Buyer, and the German Buyer agrees to purchase from the UK Seller, the German Shares.
At the time of the transfer of the Shares to Buyer, the UK Shares to the UK Buyer and the German Shares to the German Buyer, each Subsidiary will have good and marketable title to all of the shares of capital stock or other equity securities of each of their respective direct subsidiaries, in each case free and clear of all Encumbrances other than Encumbrances of the nature set forth in clauses (i), (iv) or (v) of the definition of Permitted Encumbrances.
Under the “backup withholding” provisions of U.S. federal income tax law, the North American Depositary, with respect to North American Shares, or a Celanese Shareholder’s broker or Custodian Institution, with respect to German Shares, may be required to withhold and pay over to the U.S. Internal Revenue Service (the “IRS”) a portion of the amount of any payments made pursuant to this Offer.