Enersense definition
Examples of Enersense in a sentence
The total number of new shares issued to the shareholders of MBÅ Invest as Merger Consideration will be adjusted to match the total number of Enersense shares owned by MBÅ Invest on the Merger’s Effective Date (the “Total Amount of Merger Consideration”) however such that the number of new Enersense shares issued as Merger Consideration may be a maximum of 2,253,072, which equals the number of Enersense shares owned by MBÅ Invest on the date of the signing of the Merger Plan.
Furthermore, the parties have agreed in the Merger Plan that MBÅ Invest and its shareholders will bear, in addition to their own costs and expenses, also the transaction-related costs and expenses of Enersense, not including Enersense’s internal HR expenses.
Enersense also has the right to terminate the agreement if MBÅ’s shareholders violate certain representations, warranties and undertakings under the Combination Agreement.
Furthermore, MBÅ and Enersense may terminate the Combination Agreement (i) if the Merger has not been completed by 31 May 2023 (or at a later date agreed by the Parties) or (ii) if the Boards of Directors or EGMs of MBÅ and Enersense do not approve the Merger or other decisions related to the Merger.
Moreover, MBÅ Invest and its shareholders have given Enersense certain customary representations and warranties related to, inter alia, authority to enter into the Combination Agreement, due incorporation, status of the shares in the respective company, preparation of financial statements and interim reports, compliance with applicable licenses, laws and agreements, legal proceedings, ownership of the company’s assets, taxes and the due diligence materials provided to Enersense.
If the Merger is completed, Enersense will void all Enersense shares transferred to its ownership in connection with the Merger.
The Combination Agreement may be terminated by mutual decision of the Boards of Directors of Enersense and MBÅ Invest.
The parties will bear their own fees, costs and expenses incurred in connection with the Merger, with the exception of certain costs incurred by Enersense that MBÅ Invest will bear.
On 23 September 2022, Enersense and MBÅ Invest and its shareholders have signed a Combination Agreement, in accordance with which Enersense and MBÅ Invest will merge their businesses through an absorption merger as referred to in the Limited Liability Companies Act.
The related-party transaction is supported by all members of the Board of Directors of Enersense who are not in a related party relationship with MBÅ Invest or the matter to be resolved.