Xxxx Elsevier definition
Examples of Xxxx Elsevier in a sentence
The parties shall procure that Xxxx Elsevier supplies them with the information as to the timing of future dividend declaration and payments which they require for the purpose of calculating the relevant amounts.
Whenever practicable, the parties shall endeavour to secure the approval of any such announcement by the Xxxx Elsevier Board, to the extent it relates to the business or results of the Xxxx Elsevier Group.
The amounts so agreed shall, subject as provided in paragraph 4.5 below, form the basis for calculation of the E Target Dividend and the R Target Dividend respectively for the purposes of article 105 (Income Rights) of the articles of association of Xxxx Elsevier.
The parties shall exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Agreement and shall further (if necessary) ensure any required amendment to the memorandum or articles of association or other constitutional document of any member of the Xxxx Elsevier Group or of the Finance Group as may be necessary to give effect to the intent and purpose of this Agreement.
Having regard to the principles set out above, the parties intend to agree the amounts of all dividends to their respective shareholders and to ensure that dividends paid to PLC and NV from companies within the Xxxx Elsevier Group and the Finance Group are sufficient to fund those dividends to the shareholders having regard to available assets and liabilities of PLC and NV respectively and any deficiencies in distributable reserves which may from time to time arise.
In the event of any conflict between the provisions of this Agreement and the memorandum or articles of association or other constitutional document of any member of the Xxxx Elsevier Group or of the Finance Group, the provisions of this Agreement shall prevail as between the parties.
The parties shall co-operate, and shall each, so far as it is able, ensure that members of the Xxxx Elsevier Group and members of the Finance Group co-operate, to ensure that PLC and NV are in a position to comply with obligations imposed on them by stock exchanges on which their shares are from time to time listed, quoted or traded.
PLC and NV propose, on the bases and assumptions set out or referred to in this schedule, that the interests of their respective shareholders in the underlying capital of the Xxxx Elsevier Group, having regard to their interests in the Finance Group, should reflect the Equalisation Ratio.
In the period prior to any Dividend Determination Date, the parties shall consult with a view to agreeing, as envisaged by sub-paragraph 4.1.1, the Gross Dividend Amount to be declared, paid or recommended for payment by each of them (subject to final determination of the Applicable Exchange Rate) and hence the Target Dividend which each proposes to notify to Xxxx Elsevier on the Dividend Determination Date pursuant to article 105 (Income Rights) of the articles of association of Xxxx Elsevier.
PLC and NV shall not be required to give any guarantee or indemnity at the request of the other or at the request of any member of the Xxxx Elsevier Group or the Finance Group.