The Target Clause Samples
The "Target" clause defines the specific entity, company, or asset that is the subject of a transaction or agreement. In practice, this clause precisely identifies what is being bought, sold, merged, or otherwise dealt with, often by including the legal name, registration details, or a clear description of the asset. By clearly specifying the target, the clause eliminates ambiguity and ensures that all parties are aligned on the scope of the transaction, thereby reducing the risk of disputes over what is included or excluded.
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The Target. ⚫ Measured from 1.1.2008 until end of 2016. ⚫ 9-year 9 % target (~1% cum annual savings). ⚫ Indicative target with obligation to take measures; carefully monitored & reported. ⚫ Fixed amount of energy (TWh) : 9% of 5-year average of previous final energy consumption. ⚫ Credit for some “early actions” <1995 (1991). ⚫ All measures must be verifiable and measurable or estimable. (Details Annexes I, II, III & IV.) ⚫ Commission to develop measurement system. 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Savings y9 Savings y8 Savings y7 Savings y6 Savings y5 Savings y4 Savings y3 Savings y2 Savings y1 Calculated Target Baseline 2012 2013 2014 2015 2016 Energy End-Use Consumption
The Target. 1.1.1 The Target is a limited liability company (Gesellschaft mit beschränkter Haftung) duly organized and validly existing under the laws of Switzerland with its registered seat at ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, registered with the Commercial Register of the Canton of Zug (Handelsregister des Kantons Zug) under CHE-115.455.545.
1.1.2 The registered share capital (Stammkapital) of the Target amounts to CHF 1,236,000 (in words: one million two hundred thirty six thousand Swiss Francs) and is divided into 12,360 shares with a par value of CHF 100 (in words: one hundred Swiss Francs) each whereby HPW holds 8,034 of the shares (the HPW Shares) and KKR holds 4,326 of the shares (the KKR Shares) (the HPW Shares and the KKR Shares collectively the Shares).
The Target. 2.1.1 The Target is a limited liability company incorporated under the laws of England and Wales and has been in continuous existence since incorporation.
2.1.2 Since its incorporation, the Target has not been a subsidiary of any other company.
The Target. (i) will be the sole legal and beneficial owner of the shares of the members of the Target Group upon completion of the reorganisation of the Target Group; and
(ii) will have the right to exercise all voting and other rights over such shares upon completion of the reorganisation of the Target Group.
The Target. The obligations of the Target under Clause 19.1 (Guarantee and indemnity) and Clause 18 (Cost and Expenses) extend only to the obligations of the Company and not of any other Obligor and are limited to an amount equal to the outstanding amount from time to time of the Bonds issued by the Target and which were purchased by the Company with the proceeds of Notes.
The Target. Except as set forth in the correspondingly numbered Section of the Target Disclosure Schedules (which disclosures shall reference the specific sections and subsections below, as applicable, but shall also qualify other sections or subsections in this Article IV and in the Target Disclosure Schedules to the extent it is reasonably apparent on its face from a reading of the disclosure item that the disclosure is applicable to the other section or subsection), Target represents and warrants to Purchaser and Merger Sub that the statements contained in this ARTICLE IV are true and correct.
The Target. Target has a registered share capital of EUR 25,000.00, divided into 25,000 shares in the nominal amount of EUR 1.00 each (the "Shares").
The Target. The Target is a Swedish limited liability company with corporate identification number 556935-1470, registered with the Swedish Companies Registration Office since 20 June 2013. The Target’s current registered address is c/o Pareto Business Management AB, P.O. 7415, SE-103 91 Stockholm. The object of the Target is to own and manage real estate and conduct business related thereto. The Target’s only shareholder prior to the acquisition of the Target by the Company, through the Subsidiary, was the Vendor. The Target and the Subsidiary are the borrowers under the Debt Facilities. The Target has changed its fiscal year to the same as the rest of the Group (0701-0630).
The Target. The Target is an indirectly and wholly owned subsidiary of the Company. It is primarily engaged in property management. As at the date of the Agreement, its principal asset is the Property. The unaudited financial results of the Target are set out as follows: For the year ended 31 December 2018 (RMB) 2019 (RMB) Revenue 5,185,000 16,732,000 Profit before taxation 76,485,000 4,845,000 Profit after taxation 57,111,000 3,634,000 The net profits before taxation for the year ended 31 December 2018 and 2019 include the Property’s fair value gains of approximately RMB84,228,000 and RMB3,573,000 respectively. The unaudited net asset value of the Target as at 29 February 2020 was approximately RMB199,058,000.
The Target. The Target is a publically listed company incorporated in the State and listed on the Irish and London Stock Exchanges7.