Share and Asset Purchase Agreement definition

Share and Asset Purchase Agreement means the Share and Asset Purchase Agreement among Takata Europe GmbH, Takata Protection Systems, Inc., Interiors In Flight, Inc., Takata Corporation, TransDigm, and TDG Germany GmbH, dated February 22, 2017.
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Share and Asset Purchase Agreement has the meaning given to it in the Recitals; "Share Sale" means the sale of such number of shares in the issued share capital of the Parent, Midco and/or the Company as would constitute a Change of Control; "Shortfall Notes" has the meaning given to it in the Share and Asset Purchase Agreement; "Shortfall Note Amount" has the meaning given to it in the Share and Asset Purchase Agreement; "Surplus Notes" has the meaning given to it in the Share and Asset Purchase Agreement; "Target Group" means the Company and its subsidiary undertakings including, with effect from Closing, the Transferred Entities (and with any such entity being referred to as a "Target Group Company"); "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). "Transferred Assets" has the meaning given to it in the Share and Asset Purchase Agreement; "Transferred Entities" has the meaning given to it in the Share and Asset Purchase Agreement; "Transferred Equity Interests" has the meaning given to it in the Share and Asset Purchase Agreement; and "Working Capital Hurdle" means $7,000,000, or such greater number as is agreed by the Noteholder in its sole discretion. 1.2 Subject as herein expressly defined any words and expressions defined in the Companies Act 2006 shall have the meanings therein ascribed to them. 1.3 Unless the context otherwise requires, references in this instrument to: (a) any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof from time to time in force;
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Examples of Share and Asset Purchase Agreement in a sentence

  • Bayer’s participating subsidiary in this transaction is Bayer (Pty) Ltd (‘Bayer SA’).3 The transaction [4] This transaction forms part of an international merger which was notified in several jurisdictions and has been approved in the European Commission and the United States.4 [5] On 2 July 2006, Siemens and Bayer concluded a Share and Asset Purchase Agreement in terms of which Siemens intends to acquire sole control over the Bayer Diagnostics business from Bayer.

  • Share and Asset Purchase Agreement by and among Artek Aterian Holding Company, LLC, Aterian Investment Partners Distressed Opportunities, LP, Artek Surfin Chemicals Ltd.

  • Share and Asset Purchase Agreement, dated December 23, 2009, among Chemtura Corporation, SK Atlas, LLC and SK Capital Partners II, LP (incorporated by reference to Exhibit 2.1 to the Registrant’s December 23, 2009 Form 8-K).

  • Share and Asset Purchase Agreement between Chemtura Corporation and SK Atlas, LLC and SK Capital Partners II, LLP, dated December 15, 2010 (incorporated by reference to Exhibit 10.58 to the Registrant’s 2009 Form 10-K).

  • As disclosed in the Joint Announcement, INAX has undertaken under the Share and Asset Purchase Agreement that as soon as practicable after satisfaction or waiver of the Conditions Precedent, and in any case not later than 10 days after Completion, it will make the Offer to acquire all the issued Shares.

  • It is not intended to provide any factual information about the Company or any of the other parties to the Share and Asset Purchase Agreement.

  • A break fee of A$3 million applies in the event the Murchison Board chooses to change its recommendation supporting the Transaction3, recommends a third party proposal or terminates the Share and Asset Purchase Agreement due to a superior proposal.

  • Netcom, a wholly-owned subsidiary of CNCHK, has formed the Company to enter into a Share and Asset Purchase Agreement dated November 17th, 2002 (as amended as of January 29, 2003, the "Purchase Agreement") with Asia Global Crossing Ltd.

  • On 22 June 2009, the Offeror and the Company jointly announced that the Offeror had agreed to acquire the Asia Bath and Kitchen Business from Ideal Standard, pursuant to the terms and conditions of the Share and Asset Purchase Agreement.

  • In fact, Africa is far above the level of resources than Toyota started in 1933, yet in 2019, many countries in Africa today do not manufacture the least of any automobile parts.

Related to Share and Asset Purchase Agreement

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Purchase Agreement shall have the meaning set forth in the preamble.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;