German Transfer Deed definition

German Transfer Deed means the local law transfer deed by which the sale and transfer of all the German Purchased Shares from German Seller to German Buyer pursuant to Section 2 shall be effected, substantially in the form attached hereto as Exhibit G.
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German Transfer Deed means the German law governed transfer deed executed in front of a German notary public effecting the in rem transfer of the shares in the German Subsidiary substantially in the form attached as Exhibit D.
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German Transfer Deed has the meaning specified in Clause 2.2(e).
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Examples of German Transfer Deed in a sentence

  • The German Transfer Deed, duly executed by German Buyer (or any duly appointed attorney appointed thereby) and notarized in Germany by a German notary public (“Notar”) simultaneously with German Seller, and a closing notice, in the form attached to the German Transfer Deed and dated as of the Closing Date, duly executed by German Buyer.

  • Privilege; Waiver of Conflicts 97 Exhibit Exhibit A Transition Services Agreement Exhibit B Distribution Agreement (Hardware) Exhibit C Reorganization Certificate Exhibit D Form of German Transfer Deed Exhibit E IP Cross License Exhibit F Term Sheet for Equity Investment EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of January 13, 2020, between RTI Surgical Holdings, Inc., a Delaware corporation (“Parent”), and Ardi Bidco Ltd., a Delaware corporation (“Buyer”).

  • Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that Acquirer shall be responsible for the costs of preparing, notarizing and otherwise completing the German Transfer Deed.


More Definitions of German Transfer Deed

German Transfer Deed shall have the meaning as defined in Section 5.3.1. Group Companies shall mean MP Germany, MP Inc., MP USA, MP France and MP Asia. Group Consolidated Financial Information shall have the meaning as defined in Section 5.2.5. Guarantee(s) shall have the meaning as defined in Section 14.1.1. HSR Act shall have the meaning as defined in Section 5.2.1. Indemnifiable Tax shall mean any Tax (i) payable by or imposed on any of the Group Companies (or any legal successor of any of the Group Companies) and relating to any Tax assessment period or portion thereof ending prior to the Effective Date, and (ii), in case of Taxes that are not assessed on an on-going basis in respect of Tax assessment periods but in respect of a specific taxable event (e.g., real estate transfer Tax), payable by or imposed on any of the Group Companies (or any legal successor of any of the Group Companies) and economically triggered prior to the Effective Date. ISRA shall have the meaning as defined in Section 5.2.2a). Leakage shall have the meaning as defined in Section 12.2.3. Leakage Claims shall have the meaning as defined in Section 12.2.7. Loss and Losses shall have the meaning as defined in Section 14.1.2. LS Amount shall have the meaning as defined in Section 6.8.2. LS Potential Tax Amount shall have the meaning as defined in Section 6.8.2. Merger Clearances shall have the meaning as defined in Section 5.2.1.
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German Transfer Deed has the meaning set forth in Section 1.3(b)(iii). “GmbHG” means the German Act on Companies with Limited Liability (Gesetz betreffend die Gesellschaften mit beschränkter Haftung). “Government Contract” means (i) any Contract of the Company or pursuant to which its properties are assets are bound to which any Governmental Entity is party or is otherwise bound and (ii) any Contract pursuant to which the Company participates in any program involving a Governmental Entity or is entitled to any right or benefit (including Tax subsidies) provided by any Governmental Entity. “Government Officials” has the meaning set forth in Section 2.24(b). “Governmental Entity” means any federal, national, supranational, state, provincial, local or similar government, governmental, regulatory, administrative or quasi-governmental authority, branch, office agency, commission or other body, or any court, tribunal, or arbitral or judicial body (including any grand jury), whether domestic or foreign. “Governmental Order” means any executive order, injunction, judgment, decree, writ, order or other requirement issued by any Governmental Entity, or pursuant to any binding arbitration, mediation or similar proceeding. “Hazardous Substances” means (i) those substances defined in or regulated under the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act, and their state counterparts, as each may be amended from time to time, and all regulations thereunder; (ii) petroleum and petroleum products, including crude oil and any fractions thereof; (iii) natural gas, synthetic gas, and any mixtures thereof; (iv) polychlorinated biphenyls, asbestos and radon; (v) any other pollutant or contaminant; and (vi) any substance, material or waste regulated by any Governmental Entity pursuant to any Environmental Law. “HMT” means Her Majesty’s Treasury. “ICC Rules” has the meaning set forth in Section 8.6. “Inbound License Agreement” means any agreement granting to the Company any license or other right in, any right to use or otherwise practice or exploit, or any covenant not to sue for infringement or misappropriation of, any Intellectual Property Right or Technology.
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German Transfer Deed has the meaning set forth in Section 1.3(b)(iii).
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German Transfer Deed means a transfer deed in respect of the transfer of the entire issued share capital in Corus Aluminium GmbH in the form to be agreed between the parties as soon as reasonably practicable following the date hereof;
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German Transfer Deed has the meaning specified in Section 1.01(a)(a).
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Related to German Transfer Deed

  • Bidder from a country which shares a land border with India for the purpose of this Order means: -

  • group of undertakings means a controlling undertaking and its controlled undertakings;

  • Sale of personal data means the exchange of personal data for monetary consideration by the

  • Tax Deed means a tax deed prepared under section 379 and includes the title conferred by the registration of the tax deed.

  • Type II transfer means that phrase as defined by Section 3 of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • Transfer case means the sealed box used to transport voted ballots to the

  • Non-Transfer Event means any event or other changes in circumstances other than a purported Transfer, including, without limitation, any change in the value of any Shares.

  • Group of Persons means a group of Persons that would constitute a “group” as determined pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

  • subsidiary undertaking means an undertaking controlled by a parent undertaking, including any subsidiary undertaking of an ultimate parent undertaking;

  • statutory undertaker means a person who is or is deemed to be a statutory undertaker for the purposes of any provision of Part 11 of the Town and Country Planning Act 1990.

  • Accession Deed means a document substantially in the form set out in Schedule 6 (Form of Accession Deed).

  • Bidders from a country which shares a land border with India for the purpose of this Order means:

  • Transfer Deposit Amount has the meaning given to it in Section 2.02(b).

  • statutory undertakers means persons authorised by any law to carry on any road transport, water transport, dock, harbour or pier undertakings or any undertaking for the supply of electricity, water, telephonic, telegraphic, sewerage or quarrying services and “statutory undertaking” has a corresponding meaning;

  • authorised scheme means Work No. 1A described in paragraph 2 of Part 1 of this licence;

  • collective investment scheme means any arrangements with respect to property of any description, including money, the purpose or effect of which is to enable Persons taking part in the arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive profits or income arising from the acquisition, holding, management or disposal of the property or sums paid out of such profits or income.

  • transfer day means Monday – Friday, to 7:00 p.m., Central Time. Holidays are not included.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Type III transfer means that term as defined under Section 3(c) of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • transfer scheme means a property transfer scheme under section 300 of the Health and Social Care Act 2012 (transfer schemes) that transfers the rights and liabilities of a Primary Care Trust under arrangements for the provision of pharmaceutical services to other persons.

  • Group Undertaking means the Company or another undertaking in the group;

  • the Scottish Infected Blood Support Scheme means the scheme of that name administered by the Common Services Agency (constituted under section 10 of the National Health Service (Scotland) Act 1978(b));

  • TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended).

  • Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

  • body in which the relevant person has a beneficial interest means a firm in which the relevant person is a partner or a body corporate of which the relevant person is a director, or in the securities of which the relevant person has a beneficial interest;

  • Futures Contract Option means an option with respect to a Futures Contract.