Demerger Clause Samples

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. 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. 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 Seller and the Company shall have completed the Demerger.

Demerger. (a) In the period between the date hereof and the Closing, (i) to the extent permitted by applicable Laws and Orders and (ii) in accordance with the Demerger Proposal, the Company shall consummate the Demerger in conjunction with VEON Intermediate Holdings and VEON MidCo. (b) Following the Demerger, the Company will hold only the Retained Assets and Liabilities.

Demerger. The Company has not been concerned in an exempt distribution (as defined in section 214(4) ICTA 1988).

Demerger. Upon the terms and conditions set forth in this Agreement and the Demerger Agreement (as defined below), on the Closing Date (as defined below), Transferor agrees to convey, assign, transfer and deliver to Transferee, and Transferee agrees to acquire, accept and assume from Transferor, certain rights and obligations held by Transferor in relation to the Komoro Business held by Transferor details of which are provided in Schedule A of this Agreement by means of an absorption-type demerger (kyushu bunkatsu) in accordance with the Companies Act (the “Demerger”).

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: (a) The Trustee shall consider the value of the proposed transfer specified by the Principal Company under clause H.5.3. (b) If the value proposed is the minimum calculated under clause H.5.3(ii), the Trustee shall, on the Demerger taking effect, implement those increases under paragraph 1 which would apply if there were a Relevant Sale of the Relevant Employers (the “Contingent Increases”). (c) If the value proposed exceeds that in (b) the Trustee shall not implement the Contingent Increases unless it considers the amount of such excess to be trivial. (d) Where Contingent Increases are granted, the Trustee may attach such conditions (if any) to the transfer as it thinks appropriate. (e) Where Contingent Increases are not granted, the Trustee shall comply with paragraph 2 and may attach such other conditions (if any) to the transfer as it thinks appropriate. SCHEDULE 4 1. The Plan is intended to be an occupational pension scheme which is contracted-out by virtue of satisfying section 9(2) of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and shall be administered so as to comply with all applicable requirements to enable it to be so contracted-out for all periods in respect of which there is in force a contracting-out certificate issued in accordance with Chapter I of Part III of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ applying to employments contracted-out by reference to the Plan. 2. The provisions of this Schedule 4 override any of the other provisions of the Plan with which they are inconsistent. 3. Part II of this Schedule 4 applies in relation to periods of contracted-out employment by reference to the Plan (as in section 8(l)(a)(i) and 8(l)(b) of the Pension Schemes Act ...

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 Jactmac Media B.V. 15.2 The Purchaser consents to the Demerger and agrees in advance to the substitution, effective of the effectiveness of the Demerger, of Jactmac Media B.V. for the Vendor as a party hereunder. 15.3 The Purchaser further agrees that it will not initiate any proceedings in the Dutch courts in opposition to the Demerger under section 2:334L of the Netherlands Civil Code or seeking to nullify the Demerger under section 2:334u of the Netherlands Civil Code. 15.4 The Purchaser further agrees: 15.4.1 for the benefit of ▇▇▇ Rubicon I B.V., that it will not ever assert any claim against ▇▇▇ Rubicon I B.V. for liabilities arising out of this Agreement on the basis of section 2:334t of the Netherlands Civil Code and that all claims for liabilities arising under this Agreement will be made against Jactmac Media B.V.; and 15.4.2 for the benefit of ▇▇▇ Rubicon II B.V., that it will not ever assert any claim against ▇▇▇ Rubicon II B.V. for liabilities arising out of this Agreement on the basis of section 2:334t of the Netherlands Civil Code and that all claims for liabilities arising under this Agreement will be made against Jactmac Media B.V.