On the Effective Date. (a) The Amalgamating Corporations are amalgamated and continue as Amalco under the terms and conditions prescribed in this Agreement;
On the Effective Date. (a) the Founder Scheme Shares will be cancelled in consideration for the Founder Scheme Shares Cancellation Consideration; (b) the RSU Trustee Scheme Shares will be cancelled for nil consideration; and (c) the Scheme Shares held by Offeror Concert Parties and Disinterested Shareholders (other than the Founder Group and the RSU Trustee) will be cancelled in consideration for the Cancellation Price per Scheme Share. The chart below sets out the illustrative shareholding structure of the Company as at the date of this announcement: 100% 100% 93.66% 100% 100% 100% 15.33% 3.77% 42.78% 0.62% Company Chen Family Trust HoldCo 0.21% 3.51% Sandalwood Associates Archview Capital Lim Xxxx Xxx Land Xxxx Family (Global) 0.01% Immobillari Lim Teck Xxx Xxxxxxxxx Ventures Voyager Equity Chen Family Trust 0.45% Disinterested Shareholders Offeror Concert Parties Xx. Xxx JBTC Xx. Xxx 100% 0.92% 100% 100% 32.40% The chart below sets out the illustrative shareholding structure of the Company immediately upon the Scheme becoming effective and completion of the transfer of 100,000,000 fully paid TopCo Shares by Chen Family Trust SPV 2 to CVC HoldCo: JBTC Xx. Xxx CVC Funds 100% Chen Family Trust 100% 100% 93.66% 100% 100% 100% Chen Family (Global) Voyager Equity Primerose Ventures Lim Xxxx Xxx Immobillari CVC HoldCo 100% Chen Family Trust HoldCo 100% 100% 0.02% (8) Lim Xxxx Xxx Land Archview Capital Sandalwood Associates 32.13%
On the Effective Date. Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Revolving Commitment Amount" in its entirety and replacing it as follows: Revolving Commitment Amount means $35,000,000, as such amount may be reduced from time to time pursuant to Section 6.1 of this Agreement.
On the Effective Date. Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Revolving Commitment Amount" in its entirety and replacing it as follows:
On the Effective Date. 2.1.1 the Board shall be formed by JVCo (or shall be deemed to have been formed by JVCo) in accordance with Clause 8;
On the Effective Date. (a) Each share of Thrift Stock outstanding on the Effective Date shall, without any action on the part of the holder thereof or Imperial or Holding, be converted into and exchangeable for one share of Holding Stock;
On the Effective Date. The Parties agree to sign (i) an affidavit certifying satisfaction of the condition precedent set forth in article 3 above and the occurrence of the Effective Date of this transfer agreement, and (ii) the letter of joint instructions to the Escrow Bank, a template of which is attached in Schedule 11b. • SSF undertakes to sign the letter of waiver or any other document and to take any other reasonably necessary steps to enable Beneficiary to obtain the transfer in its name of the marketing authorizations, pursuant to Public Health Code article R. 5138. • SSF undertakes to ensure that its Affiliate, Sanofi-Aventis, shall sign any necessary documents and take any necessary steps to enable Beneficiary to secure the transfer in its name of Naxy ® and Mononaxy ® trademarks registered with the National Institute of Industrial Property under the name of Sanofi-Synthelabo, with the express stipulation that the Naxy ® and Mononaxy ® trademarks belong to XXXXXX France. • SSF undertakes to give Beneficiary the original copies of the Co-Marketing Agreements and their amendments, as well as copies of any correspondence between ABBOTT and SSF which would provide clarification or additional information on certain contractual provisions of the Co-Marketing Agreements, with the stipulation that such letters are given to Beneficiary by SSF for information only and that they can in no way be construed as constituting the entire correspondence between ABBOTT and SSF with regard to the Pharmaceutical products, and more generally with regard to their cooperation since the signature of the Co-Marketing Agreements. SSF also undertakes to provide Beneficiary with all the elements constituting the Files, all the promotional documents prior to 2002 remaining in the possession of SSF, the transparency files including correspondence with the Transparency Commission, the economic files, all of the correspondence with the French Health Products Safety Agency, in particular with regard to advertising and Pharmacovigilance, any and all on-going tenders and agreements, as well as any other documents useful to Beneficiary in its exercise of the rights and use of the assets transferred by SSF, and in particular all of the items listed in Schedule 4.1.2a. • SSF transfers all of its copyrights with regard to advertising and promotional campaigns developed for Naxy ® and listed in Schedule 4.1.2 such as the “Dragon Naxy” and “Comtwa” logos. To this effect, SSF shall provide Beneficiary with the ...
On the Effective Date. Consultant shall retire from the ----------- Company. Notwithstanding that retirement, the Company hereby agrees to engage Consultant, and Consultant hereby accepts such engagement and agrees to perform Consultant's duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth. In consideration for the terms set forth in this Agreement, Consultant hereby waives any further participation in the Plan which shall no longer apply to him on or after the Effective Date provided, however, that the provisions of Section 4.4 of the Plan shall continue to apply to Consultant should any of the actions, payments or benefits under this Agreement require the additional payments called for by that Section; and, provided, further, that any interest and penalties imposed upon Consultant related to an event under that Section shall be covered by the Company as well on a net after-tax basis to Consultant assuming he is in the highest marginal tax bracket for Federal, state and local income and employment taxes.
On the Effective Date. (A) the directors of the Surviving Corporation shall be those persons who are the directors of Buyer immediately prior to the Effective Date; and (B) the officers of the Surviving Corporation shall be those persons who are the officers of Buyer at the Effective Date. Additional members of the Board of Directors and officers of the Surviving Corporation may be elected or appointed subsequent to the Effective Date pursuant to the terms of the Agreement and in accordance with the Bylaws of the Surviving Corporation. Such directors and officers shall continue to hold office from and after the Effective Date until they shall have resigned or shall have been legally removed or until their respective successors shall have been elected and qualified. Removal and replacement of such directors and officers, subject to any contractual rights they may have, shall be governed by the Bylaws of the Surviving Corporation and the General Corporation Law of the State of California. If, at the Effective Date, a vacancy shall exist on the Board of Directors or in the officers of Buyer, such vacancy may be filled in the manner provided in the Bylaws of the Surviving Corporation.
On the Effective Date after giving effect to the Transactions, neither the Borrower nor any of its Subsidiaries (including, for the avoidance of doubt, Xxxxxx Precision and its subsidiaries) shall have any Indebtedness outstanding other than the Permitted Surviving Debt and the Indebtedness permitted pursuant to Section 6.01 of the Loan Agreement;
