Demerger Transaction definition

Demerger Transaction means the spin-off of all non-prostone-related activities from the Company into the new Swiss AG “XXXX Intellectual Reserve AG,” by means of a “Abspaltung zur Neugruendung” according to Art. 29 lit. b of the Swiss Federal law on Mergers, Demergers, Transformations and Asset Transfers of October 3, 2003 (SR 221.301), as resolved by the shareholders meeting of the Company on October 23, 2007 as well as any according resolutions and changes in the articles of association of the Company or XXXX Intellectual Reserve AG or their respective directors.
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Examples of Demerger Transaction in a sentence

  • Your doctor may recommend pelvic muscle exercises (also known as Kegel exercises) to strengthen the muscles that hold up your bladder and help you stop urinating.

  • Other countries like Canada and Sweden have a target figure with a target band around it.

  • The Unaudited Pro Forma Condensed Consolidated Statement of Profit and Loss has been prepared to give effect to the proposed demerger as if it occurred on 01 April 2019 and does not give effect to any other transaction other than the Demerger Transaction.

  • This result relies on the fact that any affine deformation is harmonic up to a volume preserving transformation.

  • The Unaudited Pro Forma Condensed Consolidated Financial Information has been prepared and presented basis the identification of assets and liabilities, including those of subsidiaries (basedon inclusion of investments in those subsidiaries as a part of the Non-Airport Group) proposed to be demerged as a part of the Demerger Transaction as stated in the background section.

  • Transaction Documents means the Demerger Transaction Documents and the Scheme Transaction Documents.

  • As shown in Section 9 we have assessed the Demerger Transaction to be fair to Shareholders.

  • If Shareholder Approval is not received, the Company will not be able to proceed with the Magmatic Demerger Transaction and will be prohibited from transferring the MR Tenements to AGC and completing the Proposed Transaction.

  • Since the shareholders of FHL may not hold at least 33.00% of the voting rights in the Acquirer post the Demerger Transaction, the Acquirer shall not be entitled to the exemption under Regulation 10(1)(d)(iii) of the SEBI (SAST) Regulations and is therefore making this Offer pursuant to Regulations 3(1), 4, and 5 of the SEBI (SAST) Regulations.

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Related to Demerger Transaction

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Business Combination Transaction means:

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Alternative Transaction has the meaning set forth in Section 6.2(a).

  • Transaction means the transactions contemplated by the Transaction Documents.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.