Representations and Warranties of Transferee. The Transferee represents and warrants to Loctite that: (a) it has the requisite power and authority (corporate or otherwise) to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate each of the transactions contemplated hereby; (b) the execution, delivery and performance of this Agreement and the consummation of each of the transactions contemplated hereby have been duly authorized by its Board of Directors (or other relevant corporate body), and no other corporate proceedings on its part are necessary to authorize this Agreement or to consummate the transactions so contemplated; (c) this Agreement has been duly executed and delivered by it and constitutes a valid and binding obligation of it, enforceable against it in accordance with its respective terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and is subject to the general principles of equity; (d) neither the execution, delivery and performance of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provisions of its governing organizational documents, (ii) require on its part any filing with, notification to, or permit, authorization, consent or approval of, any governmental body or authority or any other entity (other than filings by the Transferee with the Securities and Exchange Commission under the Exchange Act) or (iii) constitute (with or without notice or lapse of time or both) a breach, violation or default, create a lien or other encumbrance or give rise to any right of renegotiation or termination, amendment, cancellation, acceleration or prepayment under (A) any material agreement or instrument to which it is a party or by which any of its material properties or assets may be bound or subject or (B) any order, writ, injunction, decree, statute, rule or regulation, governmental permit or license applicable to it or any of its material properties or assets; (f) after giving effect to the Proposed Sale Transaction pursuant to the Acquisition Agreement, (i) the Transferee, together with all Affiliates and Associates of the Transferee, will be the Beneficial Owner of [insert number] Common Shares and (ii) [in the case of a Transfer from the Krie▇▇▇ ▇▇▇ily Group or a Permitted Transferee to the Transferee, the Transferee, together with its Affiliates or Associates, will not beneficially own any Common Shares, other than the Common Shares transferred by the Transferor to the Transferee in the Proposed Sale Transaction] [in the case of a Transfer from Henkel to the Transferee, the Transferee, together with its Affiliates and Associates, will not beneficially own a percentage of the then outstanding Common Shares in excess of the lesser of (A) the Henkel Percentage in effect immediately prior to the Proposed Sale Transaction and (B) the sum of 0.3% of the then outstanding Common Shares and the percentage of the then outstanding Common Shares to be transferred by Henkel to the Transferee in the Proposed Sale Transaction].
Appears in 1 contract
Sources: Rights Agreement (Loctite Corp)
Representations and Warranties of Transferee. The Transferee represents and warrants to Loctite thatTransferor and to the other parties to the Participation Agreement that as of the Effective Time:
(a) it Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of [ ], has the requisite power full corporate power, authority and authority (corporate or otherwise) to execute and deliver this Agreement, legal right to carry out on its obligations hereunder business as now conducted, and has full corporate power, authority and legal right to execute, deliver and perform this Agreement and to consummate each of enter into and carry out the transactions contemplated herebyhereby and in the other Operative Agreements (the "Transactions");
(b) Transferee has full corporate power, authority and legal right to execute, deliver and enter into this Agreement and the other Operative Agreements and full corporate power and authority to perform its obligations thereunder, and such execution, delivery and performance do not and will not contravene any applicable law or any order of any governmental authority applicable to or binding on the Transferee, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien upon the property of the Transferee under, its articles of incorporation or by-laws or any material indenture, mortgage, contract or other agreement or instrument to which the Transferee is a party or by which it or any of its property may be bound or affected;
(c) the execution, delivery and performance of this Agreement and by the consummation of each of the transactions contemplated hereby have Transferee (i) has been duly authorized by its Board all necessary corporate action and (ii) does not require any approval of Directors (the shareholders of the Transferee or other relevant corporate body)any approval or consent of, or notice to, any trustee or holders of any indebtedness or obligation of the Transferee, except for such approvals and no other corporate proceedings on its part are necessary to authorize this Agreement or to consummate the transactions so contemplatedconsents as have already been obtained;
(cd) this Agreement has been duly executed and delivered by it the Transferee, and constitutes a the legal, valid and binding obligation of itthe Transferee, enforceable against it the Transferee in accordance with its respective terms, except to as the extent such enforceability same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement rights of creditors' rights creditors generally and is subject to the by general principles of equity;
(de) neither there are no proceedings or actions pending or, to the executionknowledge of the Transferee, delivery threatened against the Transferee before any governmental authority in which there is a reasonable probability of an adverse determination that individually or in the aggregate would materially and performance adversely impair the ability of the Transferee to perform its obligations under this Agreement nor or the consummation by it of Operative Agreements, or which involve the transactions contemplated hereby nor compliance by it with any of Transactions or question the provisions hereof will (i) conflict with or result in any breach or violation validity of any provisions of its governing organizational documents, (ii) require on its part any filing with, notification to, or permit, authorization, consent or approval of, any governmental body or authority or any other entity (other than filings by the Transferee with the Securities and Exchange Commission under the Exchange Act) or (iii) constitute (with or without notice or lapse of time or both) a breach, violation or default, create a lien or other encumbrance or give rise to any right of renegotiation or termination, amendment, cancellation, acceleration or prepayment under (A) any material agreement or instrument Operative Agreement to which it the Owner Participant is a party or by any action taken or to be taken pursuant thereto; and the Transferee is not in default with respect to any order of any governmental authority which any involves the Transactions or the default under which would materially and adversely affect the ability of the Transferee to perform its material properties or assets may be bound or subject or (B) any order, writ, injunction, decree, statute, rule or regulation, governmental permit or license applicable to it obligations under this Agreement or any of its material properties or assetsthe Operative Agreements;
(f) after no consent, approval, order or authorization of, giving effect of notice to, or registration with, or taking of any other action in respect of, any governmental authority is required under any law for the execution and delivery by the Transferee of this Agreement, or the carrying out by the Transferee of any of the Transactions, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or taken;
(g) the Lessor's Estate is free of any Lessor's Liens attributable to the Proposed Sale Transaction pursuant to the Acquisition Agreement, Transferee;
(ih) the Transferee, together with all Affiliates and Associates upon execution of the Transferee, will be the Beneficial Owner of [insert number] Common Shares and (ii) [in the case of a Transfer from the Krie▇▇▇ ▇▇▇ily Group or a Permitted Transferee to the Transferee, the Transferee, together with its Affiliates or Associatesthis Agreement, will not beneficially own be in default under any Common Shares, other than of the Common Shares transferred Operative Agreements;
(i) no part of the funds to be used by it to acquire the interests acquired by the Transferor Owner Participant under the Participation Agreement constitutes assets (within the meaning of ERISA and any applicable rules and regulations) of any employee benefit plan subject to Title I of ERISA or of any plan or individual retirement account subject to Section 4975 of the Code;
(j) Transferee is a "U.S. Person" as defined in Section 7701(a)(30) of the Code and is not a tax resident of another country and if it shall at any time cease to be such a "U.S. Person" or shall become a tax resident of another country, it shall furnish to the Transferee Agent and each Certificate Holder an indemnity, in the Proposed Sale Transaction] [in the case form and substance reasonably satisfactory to such Certificate Holder, for any Taxes that may be imposed on such Holder as a result of its failure to be such a Transfer from Henkel "U.S. Person" or as a result of its being a tax resident of another country, and it shall be personally liable for any debt service to the Transferee, extent that the Transferee, together with its Affiliates and Associates, will not beneficially own a percentage receipt of the then outstanding Common Shares in excess rentals is reduced by reason of the lesser of (A) the Henkel Percentage in effect immediately prior to the Proposed Sale Transaction and (B) the sum of 0.3% of the then outstanding Common Shares and the percentage of the then outstanding Common Shares any withholding Taxes that result from such failure to be transferred by Henkel to the Transferee in the Proposed Sale Transaction].such a "U.S. Person" or from being a tax resident of another country;
Appears in 1 contract
Representations and Warranties of Transferee. The Transferee hereby represents and warrants to Loctite thatthe Transferor Parties that each of the following is true and correct as of the Closing Date:
(a) it has Transferee is duly organized, validly existing and in good standing in the requisite power and authority (corporate or otherwise) to execute and deliver this Agreement, to carry out jurisdiction of its obligations hereunder and to consummate each of the transactions contemplated hereby;formation.
(b) Transferee has the executionfull power, delivery authority and performance of legal right to execute, deliver and perform this Agreement and the consummation of each of the transactions contemplated hereby have been duly authorized by its Board of Directors (or other relevant corporate body), and no other corporate proceedings on its part are necessary to authorize this Agreement or to consummate the transactions so contemplated;Agreement.
(c) this Agreement The Transferee has been duly authorized, executed and delivered this Agreement and, assuming the due authorization, execution and delivery by it and the __________ Parties of this Agreement, this Agreement constitutes a the legal, valid and binding obligation agreement of itthe Transferee, enforceable against it in accordance with its respective terms, except to the extent as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or and other similar laws affecting or relating to or affecting the enforcement of creditors' ’ rights generally and is subject to the by general principles of equity;equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(d) neither No consent, approvals, authorizations or orders of, registration or filing with, or notice to, any court or governmental agency or body is required for the execution, delivery and performance of by Transferee of, or compliance by Transferee with, this Agreement nor or the consummation by it of the transactions contemplated hereby nor compliance hereby.
(e) The execution and delivery of this Agreement, and the performance by it the Transferee of its obligations hereunder, will not conflict with any provision of any law or regulation to which the Transferee is subject, conflict with or otherwise violate the organizational documents of the provisions hereof will (i) Transferee or conflict with or result in any a breach of or violation constitute a default of any of the terms, conditions or provisions of its governing organizational documents, (ii) require on its part any filing with, notification to, or permit, authorization, consent or approval of, any governmental body or authority or any other entity (other than filings by the Transferee with the Securities and Exchange Commission under the Exchange Act) or (iii) constitute (with or without notice or lapse of time or both) a breach, violation or default, create a lien or other encumbrance or give rise to any right of renegotiation or termination, amendment, cancellation, acceleration or prepayment under (A) any material agreement agreement, contract, indenture or instrument to which it the Transferee is a party or by which any of its material properties or assets may be it is bound or subject any order or (B) any order, writ, injunction, decree, statute, rule or regulation, governmental permit or license decree applicable to it or the Transferee, in any manner that would have an adverse effect on the ability of the Transferee to perform its material properties or assets;obligations hereunder.
(f) after giving effect Transferee is not a Prohibited Person.
(g) No claim or litigation is pending or, to the Proposed Sale Transaction pursuant to the Acquisition Agreement, (i) the Transferee, together with all Affiliates and Associates knowledge of the Transferee, threatened against the Transferee that would prohibit its entering into this Agreement or materially and adversely affect the performance by the Transferee of its obligations under this Agreement.
(h) Transferee is not insolvent, and the execution and delivery of this Agreement and the performance by Transferee of its obligations hereunder will be not render Transferee insolvent.
(i) There are no uncured defaults, breaches, violations or events of default or any facts or circumstances which, with the Beneficial Owner giving of [insert number] Common Shares and (ii) [in notice or the case passage of a Transfer from the Krie▇▇▇ ▇▇▇ily Group time, or a Permitted Transferee to the Transferee, the Transferee, together with its Affiliates or Associatesboth, will not beneficially own any Common Sharesor would constitute a default, other than breach, violation or event of default on the Common Shares transferred by part of Transferee under the Transferor to Operating Agreement or the Purchase Agreement.
(j) Transferee in the Proposed Sale Transaction] [in the case of a Transfer from Henkel to the Transferee, the Transferee, together with its Affiliates and Associates, will not beneficially own a percentage has performed all of the then outstanding Common Shares in excess of the lesser of (A) the Henkel Percentage in effect immediately prior to the Proposed Sale Transaction covenants, undertakings and (B) the sum of 0.3% of the then outstanding Common Shares and the percentage of the then outstanding Common Shares agreements required to be transferred performed by Henkel to such party under the Transferee in Purchase Agreement on or before the Proposed Sale Transaction]Closing Date.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (BRT Apartments Corp.)
Representations and Warranties of Transferee. The Transferee represents and warrants to Loctite that:
(a) it has the requisite power and authority (corporate or otherwise) to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate each of the transactions contemplated hereby;
(b) the execution, delivery and performance of this Agreement and the consummation of each of the transactions contemplated hereby have been duly authorized by its Board of Directors (or other relevant corporate body), and no other corporate proceedings on its part are necessary to authorize this Agreement or to consummate the transactions so contemplated;
(c) this Agreement has been duly executed and delivered by it and constitutes a valid and binding obligation of it, enforceable against it in accordance with its respective terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and is subject to the general principles of equity;
(d) neither the execution, delivery and performance of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provisions of its governing organizational documents, (ii) require on its part any filing with, notification to, or permit, authorization, consent or approval of, any governmental body or authority or any other entity (other than filings by the Transferee with the Securities and Exchange Commission under the Exchange Act) or (iii) constitute (with or without notice or lapse of time or both) a breach, violation or default, create a lien or other encumbrance or give rise to any right of renegotiation or termination, amendment, cancellation, acceleration or prepayment under (A) any material agreement or instrument to which it is a party or by which any of its material properties or assets may be bound or subject or (B) any order, writ, injunction, decree, statute, rule or regulation, governmental permit or license applicable to it or any of its material properties or assets;
(e) A true, and complete copy of the Acquisition Agreement, without amendment or modification, is attached hereto as Exhibit A; and
(f) after giving effect to the Proposed Sale Transaction pursuant to the Acquisition Agreement, (i) the Transferee, together with all Affiliates and Associates of the Transferee, will be the Beneficial Owner of [insert number] Common Shares and (ii) [in the case of a Transfer from the Krie▇▇▇▇▇▇▇ ▇▇▇ily Family Group or a Permitted Transferee to the Transferee, the Transferee, together with its Affiliates or Associates, will not beneficially own any Common Shares, other than the Common Shares transferred by the Transferor to the Transferee in the Proposed Sale Transaction] [in the case of a Transfer from Henkel to the Transferee, the Transferee, together with its Affiliates and Associates, will not beneficially own a percentage of the then outstanding Common Shares in excess of the lesser of (A) the Henkel Percentage in effect immediately prior to the Proposed Sale Transaction and (B) the sum of 0.3% of the then outstanding Common Shares and the percentage of the then outstanding Common Shares to be transferred by Henkel to the Transferee in the Proposed Sale Transaction].
Appears in 1 contract
Representations and Warranties of Transferee. The Transferee represents and warrants to Loctite thatTransferor and to the other parties to the Participation Agreement that as of the Effective Time:
(a) it Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of [ ], has the requisite power full corporate power, authority and authority (corporate or otherwise) to execute and deliver this Agreement, legal right to carry out on its obligations hereunder business as now conducted, and has full corporate power, authority and legal right to execute, deliver and perform this Agreement and to consummate each of enter into and carry out the transactions contemplated herebyhereby and in the other Operative Agreements (the "Transactions");
(b) Transferee has full corporate power, authority and legal right to execute, deliver and enter into this Agreement and the other Operative Agreements and full corporate power and authority to perform its obligations thereunder, and such execution, delivery and performance do not and will not contravene any applicable law or any order of any governmental authority applicable to or binding on the Transferee, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien upon the property of the Transferee under, its articles of incorporation or by-laws or any material indenture, mortgage, contract or other agreement or instrument to which the Transferee is a party or by which it or any of its property may be bound or affected;
(c) the execution, delivery and performance of this Agreement and by the consummation of each of the transactions contemplated hereby have Transferee (i) has been duly authorized by its Board all necessary corporate action and (ii) does not require any approval of Directors (the shareholders of the Transferee or other relevant corporate body)any approval or consent of, or notice to, any trustee or holders of any indebtedness or obligation of the Transferee, except for such approvals and no other corporate proceedings on its part are necessary to authorize this Agreement or to consummate the transactions so contemplatedconsents as have already been obtained;
(cd) this Agreement has been duly executed and delivered by it the Transferee, and constitutes a the legal, valid and binding obligation of itthe Transferee, enforceable against it the Transferee in accordance with its respective terms, except to as the extent such enforceability same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement rights of creditors' rights creditors generally and is subject to the by general principles of equity;
(de) neither there are no proceedings or actions pending or, to the executionknowledge of the Transferee, delivery threatened against the Transferee before any governmental authority in which there is a reasonable probability of an adverse determination that individually or in the aggregate would materially and performance adversely impair the ability of the Transferee to perform its obligations under this Agreement nor or the consummation by it of Operative Agreements, or which involve the transactions contemplated hereby nor compliance by it with any of Transactions or question the provisions hereof will (i) conflict with or result in any breach or violation validity of any provisions of its governing organizational documents, (ii) require on its part any filing with, notification to, or permit, authorization, consent or approval of, any governmental body or authority or any other entity (other than filings by the Transferee with the Securities and Exchange Commission under the Exchange Act) or (iii) constitute (with or without notice or lapse of time or both) a breach, violation or default, create a lien or other encumbrance or give rise to any right of renegotiation or termination, amendment, cancellation, acceleration or prepayment under (A) any material agreement or instrument Operative Agreement to which it the Owner Participant is a party or by any action taken or to be taken pursuant thereto; and the Transferee is not in default with respect to any order of any governmental authority which any involves the Transactions or the default under which would materially and adversely affect the ability of the Transferee to perform its material properties or assets may be bound or subject or (B) any order, writ, injunction, decree, statute, rule or regulation, governmental permit or license applicable to it obligations under this Agreement or any of its material properties or assetsthe Operative Agreements;
(f) after no consent, approval, order or authorization of, giving effect of notice to, or registration with, or taking of any other action in respect of, any governmental authority is required under any law for the execution and delivery by the Transferee of this Agreement, or the carrying out by the Transferee of any of the Transactions, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or taken;
(g) the Lessor's Estate is free of any Lessor's Liens attributable to the Proposed Sale Transaction pursuant to the Acquisition Agreement, Transferee;
(ih) the Transferee, together with all Affiliates and Associates upon execution of the Transferee, will be the Beneficial Owner of [insert number] Common Shares and (ii) [in the case of a Transfer from the Krie▇▇▇ ▇▇▇ily Group or a Permitted Transferee to the Transferee, the Transferee, together with its Affiliates or Associatesthis Agreement, will not beneficially own be in default under any Common Shares, other than of the Common Shares transferred Operative Agreements;
(i) no part of the funds to be used by it to acquire the interests acquired by the Transferor Owner Participant under the Participation Agreement constitutes assets (within the meaning of ERISA and any applicable rules and regulations) of any employee benefit plan subject to Title I of ERISA or of any plan or individual retirement account subject to Section 4975 of the Code;
(j) Transferee is a "U.S. Person" as defined in Section 7701(a)(30) of the Code and is not a tax resident of another country and if it shall at any time cease to be such a "U.S. Person" or shall become a tax resident of another country, it shall furnish to the Transferee Agent and each Loan Certificate Holder an indemnity, in the Proposed Sale Transaction] [in the case form and substance reasonably satisfactory to such Loan Certificate Holder, for any Taxes that may be imposed on such Holder as a result of its failure to be such a Transfer from Henkel "U.S. Person" or as a result of its being a tax resident of another country, and it shall be personally liable for any debt service to the Transferee, extent that the Transferee, together with its Affiliates and Associates, will not beneficially own a percentage receipt of the then outstanding Common Shares in excess rentals is reduced by reason of the lesser of (A) the Henkel Percentage in effect immediately prior to the Proposed Sale Transaction and (B) the sum of 0.3% of the then outstanding Common Shares and the percentage of the then outstanding Common Shares any withholding Taxes that result from such failure to be transferred by Henkel to the Transferee in the Proposed Sale Transaction].such a "U.S. Person" or from being a tax resident of another country;
Appears in 1 contract
Representations and Warranties of Transferee. The Transferee represents and warrants to Loctite thatTransferor and to the other parties to the Participation Agreement that as of the Effective Time:
(a) it Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of [ ], has the requisite power full corporate power, authority and authority (corporate or otherwise) to execute and deliver this Agreement, legal right to carry out on its obligations hereunder business as now conducted, and has full corporate power, authority and legal right to execute, deliver and perform this Agreement and to consummate each of enter into and carry out the transactions contemplated herebyhereby and in the other Operative Agreements (the "Transactions");
(b) Transferee has full corporate power, authority and legal right to execute, deliver and enter into this Agreement and the other Operative Agreements and full corporate power and authority to perform its obligations thereunder, and such execution, delivery and performance do not and will not contravene any applicable law or any order of any governmental authority applicable to or binding on the Transferee, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien upon the property of the Transferee under, its articles of incorporation or by-laws or any material indenture, mortgage, contract or other agreement or instrument to which the Transferee is a party or by which it or any of its property may be bound or affected;
(c) the execution, delivery and performance of this Agreement and by the consummation of each of the transactions contemplated hereby have Transferee (i) has been duly authorized by its Board all necessary corporate action and (ii) does not require any approval of Directors (the shareholders of the Transferee or other relevant corporate body)any approval or consent of, or notice to, any trustee or holders of any indebtedness or obligation of the Transferee, except for such approvals and no other corporate proceedings on its part are necessary to authorize this Agreement or to consummate the transactions so contemplatedconsents as have already been obtained;
(cd) this Agreement has been duly executed and delivered by it the Transferee, and constitutes a the legal, valid and binding obligation of itthe Transferee, enforceable against it the Transferee in accordance with its respective terms, except to as the extent such enforceability same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement rights of creditors' rights creditors generally and is subject to the by general principles of equity;
(de) neither there are no proceedings or actions pending or, to the executionknowledge of the Transferee, delivery threatened against the Transferee before any governmental authority in which there is a reasonable probability of an adverse determination that individually or in the aggregate would materially and performance adversely impair the ability of the Transferee to perform its obligations under this Agreement nor or the consummation by it of Operative Agreements, or which involve the transactions contemplated hereby nor compliance by it with any of Transactions or question the provisions hereof will (i) conflict with or result in any breach or violation validity of any provisions of its governing organizational documents, (ii) require on its part any filing with, notification to, or permit, authorization, consent or approval of, any governmental body or authority or any other entity (other than filings by the Transferee with the Securities and Exchange Commission under the Exchange Act) or (iii) constitute (with or without notice or lapse of time or both) a breach, violation or default, create a lien or other encumbrance or give rise to any right of renegotiation or termination, amendment, cancellation, acceleration or prepayment under (A) any material agreement or instrument Operative Agreement to which it the Owner Participant is a party or by any action taken or to be taken pursuant thereto; and the Transferee is not in default with respect to any order of any governmental authority which any involves the Transactions or the default under which would materially and adversely affect the ability of the Transferee to perform its material properties or assets may be bound or subject or (B) any order, writ, injunction, decree, statute, rule or regulation, governmental permit or license applicable to it obligations under this Agreement or any of its material properties or assetsthe Operative Agreements;
(f) after no consent, approval, order or authorization of, giving effect to of notice to, or registration with, or taking of any other action in respect of, any governmental authority is required under any law for the Proposed Sale Transaction pursuant to execution and delivery by the Acquisition Transferee of this Agreement, (i) or the Transferee, together with all Affiliates and Associates carrying out by the Transferee of any of the Transferee, will be the Beneficial Owner of [insert number] Common Shares and (ii) [in the case of a Transfer from the Krie▇▇▇ ▇▇▇ily Group or a Permitted Transferee to the Transferee, the Transferee, together with its Affiliates or Associates, will not beneficially own any Common SharesTransactions, other than the Common Shares transferred by the Transferor to the Transferee in the Proposed Sale Transaction] [in the case of a Transfer from Henkel to the Transfereeany such consent, the Transfereeapproval, together with its Affiliates and Associatesorder, will not beneficially own a percentage of the then outstanding Common Shares in excess of the lesser of (A) the Henkel Percentage in effect immediately prior to the Proposed Sale Transaction and (B) the sum of 0.3% of the then outstanding Common Shares and the percentage of the then outstanding Common Shares to be transferred by Henkel to the Transferee in the Proposed Sale Transaction].authorization, registration, notice or action as has been duly obtained, given or taken;
Appears in 1 contract