FINMECCANICA S Sample Clauses

FINMECCANICA S. P.A., having its registered office at Xxxxxx Xxxxx Grappa 4, Rome, Italy (the PURCHASER).
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FINMECCANICA S p.A. Currently relates to Plc and Currently relates to Plc and Marconi (Xxxxxx Street) Marconi (Xxxxxx Street) Limited, however, relevant Limited, however , relevant to Corp as part of the to Corp as part of the proposed restructuring. proposed restructuring. Concurrent with any Marconi Concurrent with any Marconi Corporate Restructuring, Plc Corporate Restructuring, Plc is to procure that the is to procure that the ultimate parent of Marconi ultimate parent of Marconi and the company owing all or and the company owing all or substantially all of the substantially all of the assets of the Marconi Group assets of the Marconi Group immediately prior to the immediately prior to the date of completion of the date of completion of the Marconi Group Restructuring Marconi Group Restructuring [i.e. Corp] novates the [i.e. Corp] novates the Marconi Guarantee under this Marconi Guarantee under this deal [value: 57.7% of the deal [value: 57.7% of the Purchase Price (this amounts Purchase Price (this amounts to approx. E 353,050,000, to approx. E 353,050,000, subject to any completion subject to any completion adjustment)] to Corp adjustment)] to Corp [The cap of E 353,050,000 [The cap of E 353,050,000 excludes any matter excludes any matter regarding the Private Mobile regarding the Private Radio and Public Mobile Mobile Radio and Public Radio Business, the Mobile Radio Business, the demergers of Marconi demergers of Marconi Holdings SpA and Marconi Holdings SpA and Marconi Communications SpA and the Communications SpA and the Closing Restructuring and Closing Restructuring and any matter relating to any matter relating to capacity, authority and capacity, authority and title to the MMH Shares and title to the MMH Shares and the shares in the MMH the shares in the MMH Subsidiaries.]
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Related to FINMECCANICA S

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Holdings The term "Holdings" shall have the meaning set forth in the preface.

  • Opinion of Counsel for the Company and the Operating Partnership At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP, counsel for the Company and the Operating Partnership, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits X-0, X-0, X-0 and B hereto, respectively.

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Opinion of Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Company Counsel, required to be delivered pursuant to Section 7(p) on or before the date on which such delivery of such opinion is required pursuant to Section 7(p).

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Business of the Borrower and the Subsidiaries Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

  • Good Standing of the Company and the Operating Partnership (a) The Company is a corporation duly organized and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus and to enter into this Agreement and to perform the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the enforceability of the indemnity provisions and the contribution provisions contained in Sections 7 and 8 of this Agreement, respectively, may be limited under applicable securities laws.

  • Due Incorporation; Subsidiaries (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to issue, sell and deliver the Shares as contemplated herein.

  • Parent Nothing herein shall be construed to limit or affect any action or inaction by (i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any action or inaction by such Person.

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