Disponor definition
Examples of Disponor in a sentence
The New Shareholder hereby fully accedes as a Party to the Shareholders’ Agreement as per the Acquisition Date and undertakes to be bound, in the same way as the Disponor, by the Shareholders’ Agreement with respect to the special binding characteristics and obligations existing with respect to the Shares disposed of to it (or him).
Pursuant to Section [6.2.3] of the Shareholders’ Agreement the Disponor has determined the Shares to be [Restricted Shares/Unrestricted dievini Shares].
The Existing Parties and the New Shareholder are in agreement that, as from the Acquisition Date, the New Shareholder will have all rights under or in connection with the Shareholders’ Agreement which the Disponor had in relation to the Shares under the Shareholders’ Agreement, as if the New Shareholder had been a Party to the Shareholders’ Agreement right from the outset.
In this respect, the New Shareholder will be subject, to the same extent as the Disponor, to any rights and obligations to which the Disponor is subject under the Shareholders’ Agreement.
The New Shareholder undertakes to comply with all restrictions and obligations of the Disponor in relation to the [Restricted Shares/Unrestricted dievini Shares ] which are provided for in the Shareholders’ Agreement in such a way as if the transfer had not taken place and as if the Disponor continued to hold these Shares.
Insofar as there are obligations that can only be performed in full jointly with the Disponor, the New Shareholder and the Disponor, in deviation from Section 13.5 of the Shareholders’ Agreement, will be jointly and severally liable (gesamtschuldnerisch haften) for performance and success.
The New Shareholder will perform these obligations in full and without undue delay (unverzüglich), as if it (or he) had been a Party to the Shareholders’ Agreement, on the Disponor’s side and in the same way as the Disponor, right from the outset.
The Disponor and the New Shareholder hereby expressly confirm that the New Shareholder is a dievini Shareholder within the meaning of the Shareholders’ Agreement, being [insert one of the options and capacities specified in Section 5.3] pursuant to Section [insert corresponding Section out of Sections 5.3.1 to 5.3.4] of the Shareholders’ Agreement.