JV Co Shares definition
Examples of JV Co Shares in a sentence
For the avoidance of doubt, (A) both the beneficial and legal ownership of the Liberty Global Target Company Shares and the Vodafone Target Company Shares will transfer to Purchaser at Completion and not before and (B) both the beneficial and legal ownership of the JV Co Shares will transfer to Vodafone at Completion and not before.
Except as otherwise stated in the Share Purchase Documents, each party shall pay its own costs and expenses in relation to the negotiations leading up to the contribution and/or transfer of the Shares, the sale of the JV Co Shares and the preparation, execution and carrying into effect of the Share Purchase Documents.
Insofar as it is able to do so after Completion, each Seller shall, on being required to do so by the Purchaser or by the other Seller, do all acts and/or execute all documents as the Purchaser or such other Seller may reasonably consider necessary for contributing the Target Company Shares to the Purchaser and issuing the JV Co Shares to the Sellers or giving effect to the transactions set out in the Transaction Documents in accordance with the terms of this Agreement.
In the event such approval of the shareholders of the Company is not obtained, the Transferor will be able to transfer its JV Co Shares to a third party on terms no more favourable than those offered to the Transferee.
Any JV Co Shareholder who wishes to transfer any JV Co Shares (the “Transferor”) is required to offer the JV Co Shares to the other JV Co Shareholder (the “Transferee”) before transferring the JV Co Shares to a third party on terms no more favourable than those offered to the Transferee.
As announced in the First Announcement, the Company will hold 20% of the issued share capital of the JV Co by subscribing for 600,000 JV Co Shares at US$1.00 each for a total cash consideration of US$0.6 million as determined based on an assessment of the working capital requirements for the Business.
CPW undertakes to BBY Hold Co not to transfer the CPW JV Co Shares to New CPW until after New CPW becomes the holding company of CPW pursuant to the scheme of arrangement as part of the Demerger.
Such transfer of JV Co Shares shall also be subject to the approval of shareholders of the Company, if necessary, under the Catalist Rules.
The Transaction Documents, the Confidentiality Agreements and the Clean Team Agreements constitute the whole and only agreement between the parties relating to the contribution of the Target Company Shares and the issuance of the JV Co Shares.
CPW Affiliate will continue to hold the CPW Affiliate JV Co Shares after the Demerger.