Demerger. 7.6 If notice is given to shareholders of the Company of a proposed demerger of the Company or of any Subsidiary the Board may give notice to the Option-holder that this Option may then be exercised in respect of such proportion of the Shares as the Board may specify within such period (not exceeding 30 days) as the as the Board may specify save that:
Demerger. It has taken all necessary action to authorise the Demerger and all relevant authorisations and approvals required to effect the Demerger have been obtained.
Demerger. Any material variations are made to or material departures are made from the Relevant Provisions of the Scheme Booklet which have not received the prior written consent of the Agent acting on the instructions of the Majority Lenders (such consent not to be unreasonably withheld).
Demerger. The Company has not been concerned in an exempt distribution (as defined in section 214(4) ICTA 1988).
Demerger. To the extent that any agreement, arrangement or concerted practice or conduct in which a member of the MAB Group is or has been involved (including any tie arrangements in any tenancy agreement) relates to any business disposed of prior to or as a result of the Demerger, none of the same is the subject of any actual, potential or contingent claim (including under any indemnity) on the Securitisation Group under or in respect of the Demerger Agreements.
Demerger. 15.1 The parties acknowledge that a statutory demerger (juridische splitsing) of the Vendor (the "DEMERGER") is contemplated pursuant to which the rights and obligations of the Vendor relating to the Shares shall be transferred by operation of law to Xxx Rubicon II B.V.
Demerger. The Newco By-Laws provides that, if and to the extent that Pirelli is not delisted after Completion of the Offer or within 12 months following the Offer Closing Date and any of the following events occur: (i) at the expiry of the first 3-year term the Shareholders Agreement is not renewed; or (ii) the Shareholders Agreement is automatically renewed after the initial 3-year term and, as at the expiry of fourth year as of Completion of the Offer, Pirelli is not Delisted; in such cases each of the Class B Shareholders shall be entitled to request and obtain the collapse into Newco of Holdco and/or Bidco, as the case may be, and the non-proportional demerger of Newco, with the attribution in favor of CF (or a wholly-owned subsidiary of CF) and in favor of LTI and/or LTI Ita) of assets (including a number of shares of Pirelli) and debts proportional to their Participation. Call Option For a period of (a) 6 months as from the expiry of the Put Option Period or (b) one month as of receipt of the notice requesting the Newco demerger (the “Call Option Exercise Period”), CNRC shall have the right to purchase, directly or through a different Person designated by the same, the Participations held by both the Class B Shareholders (the “Call Option”). The purchase price to be paid by CNRC or by the relevant designee for the Participation object of the Call Option shall be equal to (i) in case Pirelli is delisted: the exercise price of the Put Option or, if higher, the fair market value of the Participation, with a cap of 110% of the exercise price of the Put Option or (ii) in case Pirelli is listed: the exercise price of the Put Option or if higher the market value of the Participation object of the Put Option calculated as the see through based on 3 month average share price of Pirelli.
Demerger. At the Closing Time, all conditions to the Demerger Transactions (other than the sale of the Initial Securities to the Underwriters and the receipt by the Company of payment therefor) shall have been satisfied and all consents, orders and approvals of any Governmental Entities and all votes and consents of Alchemia’s shareholders required for the Demerger Transactions shall have been obtained and shall be in full force and effect, other than ASX approval for admission of the Company to the official list of ASX and quotation of its CDIs on the ASX, which is conditional, all in accordance with the Demerger Agreements and the Scheme and as described in the Scheme Booklet, the Registration Statement, the General Disclosure Package and the Prospectus.
Demerger. Notwithstanding the foregoing, if the Trustee determines that there is a Demerger of all the Employers (or, in any one or more cases, of the holding company of the Employer) currently employing the employees engaged in any Business Group (“the Relevant Employers”), the Trustee shall, irrespective of whether or not the Demerger involves the sale of shares or assets of the Relevant Employers, apply the provisions of this paragraph 6. If the Trustee proposes to make a transfer of assets in respect of any Member or other Beneficiary affected by the Demerger to a Receiving Plan under clause H.5.1, the Trustee shall have full discretion to make those determinations which it considers most appropriate in all the circumstances PROVIDED that it shall whenever possible proceed in accordance with the following principles:
Demerger. 10.1 The Parties shall seek to complete the Demerger as soon as practicable following Completion and, in any event, within twelve (12) months from Completion.
