Transfer of Subsidiaries Sample Clauses

Transfer of Subsidiaries. As stated above, the Company must remove of all existing subsidiaries from the Wameja group of companies (“Subsidiaries”). This wind-up process for the Subsidiaries is expected to take at least 6 months and is not expected to be completed prior to completion of the Scheme (“Completion”). In anticipation of Subsidiaries remaining at Completion, Wameja intends to transfer all remaining subsidiaries to a new holding company (NewHoldCo) prior to Completion. NewHoldCo is yet to be incorporated and will be controlled by Xxx Xxxx (Non-Executive Director and Company Secretary), who will oversee the winding-up of the Subsidiaries and ultimately the winding up of NewHoldCo. The Subsidiaries are currently dormant and will remain so until wound up. The Subsidiaries will have no value at the time of transfer to NewHoldCo as they currently have negligible net assets and rely on the support of Wameja Limited for their solvency. Wameja Limited will pay NewHoldCo a fee to cover the wind-up expenses and administrative costs of NewHoldCo and the Subsidiaries. The transfer of all existing subsidiaries from the Wameja group of companies into NewHoldCo controlled by Xxx Xxxx (Non-Executive Director and Company Secretary) is deemed a related party transaction under Rule 13 of the AIM Rules. The independent directors (being all directors other than Xxx Xxxx) consider, having consulted with finnCap, the Company’s nominated adviser, that the terms of this transaction are fair and reasonable insofar as shareholders of the Company are concerned. The Subsidiaries are not a substantial asset, within the meaning of ASX Listing Rule 10.2, and accordingly the transfer of the Subsidiaries to NewHoldCo is not a transaction to which ASX Listing Rule 10.1 applies. Scheme Implementation Agreement‌‌‌ Wameja Limited Burst Acquisition Co. Pty. Ltd. (ACN 644 142 834) Table of contents 1. Definitions and interpretation 3 2. Agreement to propose Scheme 14 3. Conditions 14 4. Scheme of Arrangement 19 5. Co-operation 20 6. Implementation 20 7. Warranties 27 8. Termination 32 9. Public announcements 34 10. Confidentiality 34 11. Conduct of Court proceedings 35 12. Exclusivity 35 13. Break fees 37 14. Options 39 15. Costs and stamp duty 39 16. Notices 40 17. General 41 Annexure 1 45 Timetable 45 Annexure 2 46 Cancellation of Options Deed 46 Annexure 3 47 Target Information List 47 Annexure 4 48 Deed Poll 48 Annexure 5 49 Scheme of Arrangement 49 Annexure 6 50 Public announcement 50 Title Scheme Implemen...
Sample 1
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Transfer of Subsidiaries. Subject to all the terms and conditions of this Agreement, the parties hereto also agree that, at closing, ACCA shall transfer to Rxxxxxx Xxxxxxx all the issued and outstanding shares of each of the wholly-owned subsidiaries of ACCA as follows: MariJ Pharmaceuticals, Inc., Eufloria Medical of Tennessee, Inc., Medahub Inc. and Medahub Operations Group, Inc. in exchange and transfer of liabilities obligated by ACCA.
Sample 1
Transfer of Subsidiaries. 1.01 Omnicorp will transfer the Subsidiaries to Alta and contemporaneous with that transfer the amount of liabilities on the books of Omnicorp equal to the value of CD's being terminated shall be transferred to the books of Alta.
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Transfer of Subsidiaries the Company shall Transfer its right, title and interest in all equity securities of all Subsidiaries of the Company (other than SpinCo) to SpinCo (the “Subsidiary Assignment”).
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Transfer of Subsidiaries. All of the shares of each Subsidiary held by the Company being sold, transferred and assigned from the Company to either of the Sellers for AU$1.00 and all required filings and registrations relating to such shares being duly filed and registered.
Sample 1
Transfer of Subsidiaries. The stock purchase transaction ------------------------ referred to in (S)8.17(e) shall have been completed prior to the Closing Date, and the Administrative Agent shall have received such information with respect thereto, and copies of such documentation evidencing or relating to such transactions, as the Administrative Agent shall have reasonably requestesd.
Sample 1

Related to Transfer of Subsidiaries

  • Designation of Subsidiaries Lead Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and (y) the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the Unsecured Notes Documents or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, (iv) following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), (vi) no Borrower may be designated an Unrestricted Subsidiary and (vii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and (ii) a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary.

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