Tegal France means Tegal France, SAS, a French societe par actions simplifiee with a share capital of EU1,176,556, with registered office located at 4, avenue du pre de Challes - 74940 Annecy le Vieux, France, registered with the Commercial Registry under number 511 899 544 R.C.S. Annecy and a wholly-owned subsidiary of Seller.
Neither Seller nor Tegal France has received any written notice from any Governmental Authority or been charged with the violation of any Laws.
Neither Seller nor Tegal France has materially breached any of the Contracts governing the Third-Party Intellectual Property, and, to the Knowledge of Seller, no other party to those Contracts has breached those Contracts.
There is no unfair labor practice charge or complaint pending against Tegal France before any Governmental Authority, nor is there any labor strike, material slowdown or material work stoppage or lockout actually pending or, to Seller's Knowledge, threatened against or affecting Tegal France.
Purchaser shall promptly after Closing appoint a new director (President) of Tegal France and carry out the relevant legal formalities in respect thereto with the French commercial registry.
Tegal France cannot be required, pursuant to an agreement or any undertaking whatsoever, to issue securities of any kind whatsoever in favor of third parties, including its employees.