The Target Clause Samples

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. 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. 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. Seller hereby represents and warrants to Buyer that: 4.6.1. The Target is duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to carry on its business as now being conducted. 4.6.2. The authorized capital stock of the Target consists of Thirty Million (30,000,000) shares of Target Common Stock, par value $.001 per share, 3,000,000 of which are outstanding. Except as set forth above, no shares of capital stock or other equity securities of the Target are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Target are duly authorized, validly issued, fully paid and nonassessable and not subject to pre-emptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Target having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Target may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Target is a party or by which it is bound obligating the Target to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Target or obligating the Target to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Target to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Target.

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. (a) The Target is a corporation duly organised and validly existing as a stock corporation under the laws of Delaware/USA. (b) As of 31 March 2007, the Target had outstanding a total of 56,794,631 shares of common stock, 16,683,584 options to purchase shares of common stock, and 96,282 shares of common stock subject to outstanding awards of director deferred shares (collectively, the “Target Equity Securities”). Other than the Target Equity Securities and except as set forth in Section 4.3 of the Merger Agreement, there are no shares of capital stock or other equity securities of the Target issued, reserved for issuance or outstanding and there are no outstanding options, warrants, convertible securities, subscriptions or other commitments or rights to acquire any shares of capital stock of the Target. Immediately upon completion of the Acquisition, there will be no Target Equity Securities outstanding other than those beneficially owned by the Company.

The Target. The Target is a limited liability company duly incorporated and validly existing under the laws of Malta.