Acquisition Structure Steps Sample Clauses

Acquisition Structure Steps. Subject to the terms and conditions of this Agreement, on the Closing Date: (i) Intermediate Holdco will acquire from TRW Vehicle Safety Systems Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of TRW ("VSSI") or another Subsidiary of TRW, shares of common stock of LucasVarity Automotive Holding Co., a Delaware corporation ("RULING NEWCO"), representing approximately 43.8% of the value of the issued and outstanding Capital Stock of Ruling Newco (the "PARENT RULING NEWCO STOCK") in exchange for the Seller Note in accordance with Schedule 1.1 (the "PURCHASE PRICE ALLOCATION SCHEDULE"), and the Seller Note will be distributed to TRW or as TRW directs; (ii) Parent will contribute to Intermediate Holdco (A) $500 million in cash and (B) newly issued shares of common stock of Parent (having an implied value of $368 million based upon the Purchase Price, and, before any adjustment pursuant to Section 3.2, representing approximately forty-two percent (42%) of the issued and outstanding common stock of Parent) (the "EQUITY CONSIDERATION") in exchange for all of the issued and outstanding shares of common stock of Intermediate Holdco; (iii) Intermediate Holdco will contribute to Newco $500 million in cash, the Parent Ruling Newco Stock and the Equity Consideration in exchange for all of the issued and outstanding shares of common stock of Newco; (iv) Newco will consummate the Debt Financing; (v) Newco will capitalize a company to be organized under the laws of The Netherlands ("▇▇▇▇▇") by contributing cash in exchange for all of the issued and outstanding shares of common stock of ▇▇▇▇▇ and by lending cash to ▇▇▇▇▇ in amounts to be determined; (vi) ▇▇▇▇▇ will capitalize the entities listed on Schedule 1.1(b)(vi) (collectively, the "FOREIGN ACQUIRORS") by contributing cash in exchange for all of the issued and outstanding shares of Capital Stock of the Foreign Acquirors and by lending cash to the Foreign Acquirors in amounts to be determined; and (vii) Newco will capitalize Automotive (LV) Corp., a Delaware corporation ("NEWCO SUB"), by contributing cash in exchange for all of the issued and outstanding shares of common stock of Newco Sub in an amount to be determined. The steps referred to in the foregoing clauses (i) through (vii) are collectively referred to herein as the "ACQUISITION STRUCTURE STEPS."

Acquisition Structure Steps. Subject to the terms and conditions of this Agreement, on the Closing Date: (i) Intermediate Holdco will acquire from TRW Vehicle Safety Systems Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of TRW (“VSSI”) or another Subsidiary of TRW, shares of common stock of LucasVarity Automotive Holding Co., a Delaware corporation (“Ruling Newco”), representing approximately 43.8% of the value of the issued and outstanding Capital Stock of Ruling Newco (the “Parent Ruling Newco Stock”) in exchange for the Seller Note in accordance with Schedule 1.1 (the “Purchase Price Allocation Schedule”), and the Seller Note will be distributed to TRW or as TRW directs;