ProSiebenSat Sample Clauses

ProSiebenSat. 1 Media SE with its registered office in Unterföhring, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 219439,

ProSiebenSat. 1 Media SE is the owner of the Contribution Shares I and can freely dispose of them;

ProSiebenSat. 1 Media SE, business address: ▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 219439, – hereinafter referred to as the “Controlling Company” –

ProSiebenSat. 1 Media SE hereby guarantees to Joyn GmbH within the meaning of an independent guarantee promise pursuant to section 311 para. 1 of the German Civil Code (BGB) that on the Transfer Date I

ProSiebenSat. 1 Media SE hereby contributes the Contribution Shares II to Entertain- ment Holding in accordance with the following provisions of this agreement with all rights associated therewith, including any undistributed profits, and hereby assigns the Contribution Shares II to Entertainment Holding in accordance with the following provisions of this agreement with all rights associated therewith, including any undis- tributed profits. Entertainment Holding hereby accepts this contribution and assign- ment in each case.

ProSiebenSat. 1 Media SE as the sole shareholder of Entertainment Holding was au- thorized to subscribe for the New Entertainment Holding Shares. The New Enter- tainment Holding Shares will be issued to ProSiebenSat.1 Media SE against payment of their nominal amount in cash and an additional contribution in kind (premium in kind) in the form of the Contribution Shares II in accordance with the more-detailed provisions of the aforementioned capital increase resolution. ProSiebenSat.1 Me- dia SE has subscribed for the New Entertainment Holding Shares by way of a sub- scription declaration of [today].

ProSiebenSat. 1 Media SE hereby guarantees to Entertainment Holding within the meaning of an independent guarantee promise pursuant to section 311 para. 1 of the German Civil Code (BGB) that on the Transfer Date II

ProSiebenSat. 1 Media AG is a stock corporation [Aktiengesellschaft] under German law with its registered office and headquarters in Unterföhring, Germany.

ProSiebenSat. 1 Media SE as the sole shareholder of Joyn GmbH was authorized to subscribe for the New Joyn Shares. The New Joyn Shares will be issued to ProSiebenSat.1 Media SE against payment of their nominal amount in cash and an additional contribution in kind (premium in kind) in the form of the Contribution Shares I in accordance with the more-detailed provi- sions of the aforementioned capital increase resolution. ProSiebenSat.1 Media SE has subscribed for the New Joyn Shares by way of a subscription declaration of [to- day].