German Shares definition

German Shares is defined in the Recitals to this Agreement.

German Shares means all of the issued shares in the German Company;

German Shares means the entire issued share capital of the German Target;

Examples of German Shares in a sentence

• At the Closing, upon the terms and subject to the conditions of this Agreement, (i) the Seller agrees to sell and deliver to the Buyer, and the Buyer agrees to purchase from the Seller, the Shares, (ii) the UK Seller agrees to sell and deliver to the UK Buyer, and the UK Buyer agrees to purchase from the UK Seller, the UK Shares, and (iii) the UK Seller agrees to sell and deliver to the German Buyer, and the German Buyer agrees to purchase from the UK Seller, the German Shares.

• In order to withdraw previously tendered German Shares, Celanese Shareholders must deliver a notice of withdrawal, with the required information to the applicable Custodian Institution while they still have the right to withdraw the German Shares.

• Under the “backup withholding” provisions of U.S. federal income tax law, the North American Depositary, with respect to North American Shares, or a Celanese Shareholder’s broker or Custodian Institution, with respect to German Shares, may be required to withhold and pay over to the U.S. Internal Revenue Service (the “IRS”) a portion of the amount of any payments made pursuant to this Offer.

• At the time of the transfer of the Shares to Buyer, the UK Shares to the UK Buyer and the German Shares to the German Buyer, each Subsidiary will have good and marketable title to all of the shares of capital stock or other equity securities of each of their respective direct subsidiaries, in each case free and clear of all Encumbrances other than Encumbrances of the nature set forth in clauses (i), (iv) or (v) of the definition of Permitted Encumbrances.

• The procedures for tendering Celanese Shares are set forth in the Mandatory Offer Document under the Sections V.5.(c) and (d) “The Offer — Acceptance and Execution of the Offer; Procedures of Tendering Celanese Shares — Procedures Applicable to German Shares during the Subsequent Acceptance Period” and “The Offer — Acceptance and Execution of the Offer; Procedures of Tendering Celanese Shares — Procedures Applicable to North American Shares”, as applicable.

More Definitions of German Shares

German Shares all of the issued shares in the capital of CFX Germany to be transferred pursuant to the German Share Transfer Agreement

German Shares shall have the meaning given to it in Clause 1.1.1;

German Shares means the CN Shares, and the Stockstadt Shares;

German Shares has the meaning assigned to such term in Preamble (A).

German Shares shall have the meaning as defined in Section 1.1.

German Shares means the shares in the capital of BCc Germany held by BCc International;

German Shares means the Seller1 German Share, the Seller2 German Share, the Seller3 German Share and Seller4 German Share;