Talecris and GRIFOLS, S Sample Clauses

Talecris and GRIFOLS, S. A. (“Grifols”), a Spanish company, with registered address at Jxxxx x Xxxxx, 0, 08022, Barcelona, and Spanish tax identification number A-58389123, have on this date entered into an agreement (the “Transaction Agreement”) by virtue of which, subject to the satisfaction of certain conditions precedent, (A) Grifols shall acquire through a merger of Talecris with GRIFOLS, INC. (“Grifols US”) the total ordinary share capital of Talecris and, in exchange, (B) Grifols shall deliver to the holders of shares in Talecris (i) newly-issued non-voting shares in Grifols (the “Grifols Non-Voting Shares”) and (ii) a cash consideration (the foregoing transactions, with the terms set forth for them in the Transaction Agreement, the “Transaction”); I. Que Talecris y GRIFOLS, S.A. (“Grifols”), una sociedad española, con domicilio social en Jxxxx x Xxxxx, 0, 08022, Barcelona, y número de identificación fiscal español A-50000000, han suscrito en esta fecha un contrato (el “Contrato de Compraventa”) en virtud del cual, una vez se cumplan determinadas condiciones suspensivas, (A) Grifols adquirirá a través de la fusión de Talecris con GRIFOLS, INC. (“Grifols US”) la totalidad del capital social ordinario de Talecris y, como contraprestación, (B) Grifols transmitirá a los titulares de las acciones de Talecris (i) acciones sin voto de nueva emisión de Grifols (las “Acciones Sin Voto de Grifols”) y (ii) una contraprestación dineraria (las anteriores operaciones, con los términos que para ellas se establecen en el Contrato de Compraventa, la “Operación”);
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Talecris and GRIFOLS, S. A. (“Grifols”), a Spanish company, with registered address at Xxxxx x Xxxxx, 6, 08022, Barcelona, and Spanish tax identification number A-58389123, have on this date entered into an agreement (the “Transaction Agreement”) by virtue of which, subject to the satisfaction of certain conditions precedent, (A) Grifols shall acquire through a merger of Talecris with GRIFOLS, INC. (“Grifols US”) the total ordinary share capital of Talecris and, in exchange, (B) Grifols shall deliver to the holders of shares in Talecris (i) newly- issued non-voting shares in Grifols (the “Grifols Non- Voting Shares”) and (ii) a cash consideration (the foregoing transactions, with the terms set forth for them in the Transaction Agreement, the “Transaction”); I.

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