Legal Demerger definition

Legal Demerger means a division by acquisition in accordance with Article 2 and/or 25 of the Sixth Company Law Directive;
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Legal Demerger means the legal demerger (juridische splitsing) as referred to in the Legal Demerger Proposal.
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Legal Demerger. The legal demerger comprises a legal demerger under Dutch law whereby INXN splits off all of its assets and liabilities to SplitCo, a newly incorporated wholly owned subsidiary of
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Examples of Legal Demerger in a sentence

  • Under the Dutch Civil Code, however, each of RBS N.V. and the Issuer remains liable to creditors for certain monetary obligations of the other that existed at the date of the Legal Demerger in the event that the other cannot meet such obligations.

  • In each case, this liability relates only to obligations existing at the date of the Legal Demerger and is limited to the amount of equity acquired at the Legal Demerger.

  • In addition, the Issuer is subject to several risks, including financial, liquidity, operational, legal, compliance, and reputational risk as a result of the Legal Demerger, Legal Separation and EC Remedy Risks in connection with the Legal Demerger, Legal Separation and EC Remedy have been identified and managed from the start of these processes and risk tolerance levels have been set.

  • The Issuer has made arrangements to mitigate the risks of liability to the creditors which transferred to RBS N.V. upon the Legal Demerger.

  • As a result of the Legal Demerger and Legal Separation, ABN AMRO Bank was formally separated from the Former ABN AMRO Group and transferred to ABN AMRO Group by 1 April 2010.

  • At the date of the Legal Demerger, the obligations of RBS N.V. exceeded the equity of ABN AMRO Bank N.V. Therefore the contingent liability of ABN AMRO Bank N.V. to creditors of RBS N.V. is limited to the amount of equity acquired at the date of the Legal Demerger.

  • The execution of the Legal Demerger, Legal Separation (including in relation to the EC Remedy) and Legal Merger have created risks for the Issuer's business and stability.Following completion of a legal demerger, creditors only have recourse to the entity to which the relevant assets and liabilities have been transferred for payments in respect of issued financial instruments.

  • The execution of the Legal Demerger, Legal Separation (including in relation to the EC Remedy) and Legal Merger have created risks for the Issuer's business and stability.

  • As a result of the Legal Demerger and Legal Separation, ABN AMRO Bank was formally separated from the Former ABN AMRO Group and transferred to ABN AMRO Group N.V. by 1 April 2010.

  • The execution of the Legal Demerger, Legal Separation (including in relation to the EC Remedy) and Legal Merger have created risks for the Issuer's business and stability which may materially adversely affect the Issuer's results of operations, prospects and financial position.


More Definitions of Legal Demerger

Legal Demerger. The legal demerger comprises a legal demerger under Dutch law whereby INXN splits off all of its assets and liabilities to SplitCo, a newly incorporated wholly owned subsidiary of INXN. Following the legal demerger, INXN will transfer the issued and outstanding share in the share capital of SplitCo to Buyer or its designated nominee in exchange for an exchangeable note or the buyer note. As a result of the post-demerger share sale, SplitCo will become a direct subsidiary of Buyer or its designated nominee. • Asset Sale: INXN will sell and transfer INXN’s business, including substantially all of the assets and liabilities of INXN, to Buyer or its designated nominee, in exchange for an exchangeable note or the buyer note. Following one of the options above, if the number of INXN shares owned by Parent, Buyer or any of their affiliates upon closing of the offer (including the closing of any shares tendered in any applicable subsequent offering period) do not represent at least ninety-five percent (95%) of INXN’s issued and outstanding capital, which threshold we refer to as the compulsory acquisition threshold, INXN or Intrepid I (as applicable) will be immediately dissolved and liquidated. As a result, former INXN shareholders who did not tender in the offer and who became DLR stockholders as a result of the post-offer reorganization will be entitled to receive shares of DLR common stock (and cash in lieu of fractional shares of DLR common stock) following completion of an advance liquidation distribution by INXN or Intrepid I (as applicable), subject to applicable withholding taxes (including Dutch dividend withholding tax). If the compulsory threshold has been achieved, Buyer or DLR will commence the compulsory acquisition before the Enterprise Chamber of the Amsterdam Court of Appeals in respect of INXN or Intrepid I (as applicable). The Enterprise Chamber of the Amsterdam Court of Appeals has sole discretion to determine the per share price in cash and Buyer will become the sole shareholder of INXN or shareholder of Intrepid I (as applicable); provided, however, that Buyer will request the Enterprise Chamber of Table of Contents the Amsterdam Court of Appeals to set such cash amount at the value of the per share offer consideration (adjusted for the legal merger or the conversion (as described herein), where applicable) at the time the offer consideration for INXN shares validly tendered is delivered. Buyer expects on this basis that pursuant to the comp...
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Related to Legal Demerger

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