Reduction of capital demerger agreement
Reduction of capital demerger agreement

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Reduction of capital demerger agreement
  • Background
  • 1 Definitions and interpretation
  • 2 Conditional Completion
  • 3 Transfer of Company Shares
  • 4 Indemnities
  • 5 Release of guarantees
  • 6 Warranties
  • 7 Wrong pocket provisions
  • 8 Restrictive covenants and protection of goodwill
  • More...

This Agreement is made on [insert day and month] 20[insert year]

Parties

  1. 1

    [Insert name of HoldCo] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (HoldCo), and

  1. 2

    [Insert name of NewCo] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (NewCo)

    [(each of HoldCo and NewCo being a Party and together HoldCo and NewCo are the Parties).]

Background

    1. (A)

      By a resolution dated [insert date] the board of directors of [insert name of ultimate parent] (Original Parent) resolved to demerge the Demerged Business carried on by the Company[ and the Subsidiaries].

    1. (B)

      By a share exchange agreement dated [insert date] the Original Parent Shareholders transferred to HoldCo the entire issued share capital of Original Parent in consideration of the issue by HoldCo to the Original Parent Shareholders of B Shares and C Shares in the capital of HoldCo in proportion to their original shareholdings in Original Parent.

    1. (C)

      [By a sale and purchase agreement dated OR On] [insert date] the Original Parent transferred to HoldCo the entire issued share capital of the Company.

    1. (D)

      Prior to Completion HoldCo will cancel the C Shares pursuant to the Reduction of Capital and will repay capital to the HoldCo Shareholders. The repayment

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