Examples of Umbrella Deed in a sentence
The parties have entered into an Umbrella Deed in relation to certain aspects of the sale of the Assets - Seller.
In the event of any inconsistency between this Deed and the Umbrella Deed, the Umbrella Deed shall prevail.
The Purchase Price payable for the Assets - Seller Group is the Pre-Adjustment Purchase Price apportioned in accordance with clause 5.1, adjusted in accordance with clause 2.8 and 3.2(b) of the Umbrella Deed and as further adjusted under clause 5.2.
Completion of the Umbrella Deed is conditional on Shareholder approval being received on the terms of the Resolution prior to 17 July 2012.
The Purchase Price payable for the Assets - Seller Group is the Pre-Adjustment Purchase Price apportioned in accordance with clause 5.1, adjusted in accordance with clause 2.8 and 3.2(b) of the Umbrella Deed and further adjusted in accordance with clause 5.2.
The Company notes that Luxinvest has no right under the Luxinvest Agreement or the Umbrella Deed to nominate subscribers to subscribe (in place of Luxinvest) for the Shares to be issued to Luxinvest under those documents.
Either ASOF or the Company may terminate the Umbrella Deed prior to Completion if any condition has become incapable of satisfaction and that condition has not been waived or if any condition is not satisfied or waived by 17 July 2012 (or such other date as the Company and ASOF may agree in writing).
The pro-forma balance sheet, which has not been audited or reviewed, shows the effect on the statement of financial position of the Group of the transactions contemplated by the Luxinvest Agreement and the Umbrella Deed, the amendments to the Note Terms approved by Shareholders and Note Holders on 12 January 2012 and other transactions set out in the notes to the pro-forma balance sheet as if they had occurred on 31 December 2011.
Under the terms of the Umbrella Deed, completion of the subscription for the Luxinvest Tranche 2 Shares under the Luxinvest Agreement is also conditional on completion occurring under the Umbrella Deed.
If the Resolution is not approved at the meeting, the Company will not be able to satisfy the conditions under the Umbrella Deed and it is likely that the Umbrella Deed will be terminated.