Convergenta definition
Examples of Convergenta in a sentence
As consideration for the Non-cash Contribution, CECONOMY undertakes to Convergenta, sub- ject to the satisfaction of the conditions precedent set forth in clause 9.1 below, to issue the New Shares in the context of the Capital Increase through Contribution in Kind as set forth more in more detail in clause 3.1 below (Stock Component).
Convergenta hereby agrees not to acquire any shares in CECONOMY or to perform any oth- er actions that could lead to an acquisition of control under Sections 29 et seqq.
Convergenta hereby agrees not to perform any sale, disposal or other economically compa- rable actions or measures in relation to its entire shareholding in CECONOMY originating from consummation of the Contribution Agreement for a period from today until the expi- ration of six months after the Closing Date (as defined in the Contribution Agreement), but no longer than until December 31, 2021.
However, Convergenta may dispose up to four percent of the ordinary shares in the above shareholding issued by CECONOMY at any time.
CECONOMY and Convergenta will enter into the Subscription Agreement regarding the issu- ance of EUR 151,000,000 Convertible Bonds (including the Terms and Conditions) contained in Section III of this deed.
In addition to the issuance of the New Shares and Convertible Bonds, CECONOMY is required to make a cash payment totaling EUR 130,000,000.00, payable in two tranches, as consideration for contribution of the C/M Shareholding to Convergenta (Cash Component).
Convergenta may instruct the of- ficiating notary in writing to release documents to CECONOMY at any time.
Convergenta hereby irrevocably undertakes to CECONOMY not to exercise the voting rights con- ferred by the C/M Shareholding in the time period between the Closing Date and the inclusion of a new shareholders list in the commercial register responsible for MSH recording CECONOMY as the holder of the shares and rights making up the C/M Shareholding, and grants irrevocable voting proxy to CECONOMY for this period.
In the event of a breach of the warranties under clause 7.1, Convergenta will be liable for damages in accordance with the statutory rules; however, claims for reversal, including in con- nection with damages in lieu of complete performance (großer Schadensersatz), are excluded.
CECONOMY hereby undertakes to Convergenta, subject to satisfaction of the conditions prec- edent set forth in clause 9.1 below, to take all necessary or useful steps to ensure that the Cap- ital Increase through Contribution in Kind is entered in the commercial register responsible for CECONOMY promptly and to inform Convergenta about the status of implementation of the Capital Increase through Contribution in Kind and the relevant measures taken on an ongoing basis.