Demerger Clause Samples

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. 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. (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. If a demerger of the entire business or a part thereof of the Issuer or one or more of its Subsidiaries occurs prior to the relevant Settlement Date, the Conversion Price will be adjusted in accordance with the following formula: CPa = CP X M—F Where: CPa = the adjusted Conversion Price; CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h)); M = the Average Market Price; and F = the Fair Market Value of the number of Spin-off Shares to which a Shareholder is entitled per Ordinary Share, on the Ex-Date of the demerger, provided that an adjustment will only be made if F > 0.

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. 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. So far as the Seller is aware, no member of the Group has been concerned in an exempt distribution (as defined in section 214(4) ICTA 1988). 1. Limitation on quantum and general (A) The following thresholds shall apply: (i) save in respect of paragraph 4.5 of schedule 2 (Accounts and Management Accounts), the Purchaser shall not be entitled to damages or other payment in respect of any Warranty Claim or Warranty Claims unless and until the aggregate amount of all such Warranty Claims for which the Seller is liable exceeds £500,000, but once the aggregate amount of all such Warranty Claims has exceeded such sum, the Seller shall be liable under the Warranties in respect of only the amount by which such sum is exceeded; and (ii) the Purchaser shall not be entitled to damages or other payment in respect of any claim under the Tax Covenant until the aggregate amount of all such claims for which the Seller is liable under the Tax Covenant exceeds £25,000, but once the aggregate amount of all such claims has exceeded such sum, the Seller shall be liable under the Tax Covenant in respect of only the amount by which such sum is exceeded. (B) The total aggregate liability of the Seller under the Warranties and the Tax Covenant shall not in any event exceed an amount equal to £5 million. (C) The total aggregate liability of the Seller under the Mis-selling Indemnity shall not in any event exceed an amount equal to £10 million. (D) As regards the Tax Covenant the provisions of this Schedule shall operate to limit the liability of the Seller in so far as any provision in this Schedule is expressed to be applicable to the Tax Covenant and the provisions of the Tax Covenant shall further operate to limit the liability of the Seller in respect of any claim thereunder. (E) Without prejudice to Clause 24 (Entire agreement), the Purchaser acknowledges and agrees that the Seller does not give or make any warranty or indemnity as to the accuracy of the forecasts, estimates, projections, statements of intent or statements of honestly expressed opinion provided to the Purchaser (however so provided) on or prior to the date of this Agreement, including (without limitation), in the Disclosure Letter, the Information Memorandum or the information supplied to or made available to the Purchaser during its due diligence exercise. (F) The financial limitations contained in sub-paragraphs 1(A) and 1(B) above shall not apply in the event of any fraudulent act or omission of the Seller i...

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. 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.