Cash Management; Consideration Sample Clauses
Cash Management; Consideration. (a) Except as provided in this Section 2.12, all cash and Cash Equivalents held by any member of the OmniAb Group as of the Distribution Time shall be an OmniAb Asset and all cash and Cash Equivalents held by any member of the Ligand Group as of the Distribution Time shall be a Ligand Retained Asset. To the extent that following the Distribution Time any Cash Equivalents are required to be transferred from any member of the Ligand Group to any member of the OmniAb Group or from any member of the OmniAb Group to any member of the Ligand Group to make effective the Internal Reorganization or the Contribution pursuant to this Agreement and the Ancillary Agreements (including if required by Law or regulation to effect the foregoing), the Party receiving such Cash Equivalents shall promptly transfer an amount in cash equal to such transferred Cash Equivalents back to the transferring Party so as not to override the allocations of Assets, Liabilities and expenses related to the Internal Reorganization and the Contribution contemplated by this Agreement and the Ancillary Agreements.
(b) In exchange for the Contribution, OmniAb agrees, on or prior to the Distribution Date, to issue to Ligand a number of newly issued, fully paid and nonassessable shares of OmniAb Stock as is necessary to effect the Distribution and such that immediately following the Distribution Ligand will hold none of the outstanding shares of OmniAb Stock.
(c) Notwithstanding anything to the contrary in this Agreement, the Merger Agreement or any Ancillary Document, and except as otherwise provided in Section 9.5 (relating to Reimbursable Transaction-related Expenses) or the Tax Matters Agreement (relating to Taxes), (i) Ligand shall have all rights to and shall retain all payments received or accrued by it, any member of the Ligand Group or any member of the OmniAb Group at any time up to and until the Distribution Time relating to current accounts receivable of any member of the OmniAb Group (such current accounts receivable being included in Ligand Retained Assets), and (ii) Ligand shall pay all costs and expenses relating to current accounts payable and current accrued liabilities of any member of the OmniAb Group that are outstanding or accrued at any time up to and until the Distribution Time (such current accounts payable and current accrued liabilities being included in Ligand Retained Liabilities). For illustrative purposes only, an example showing such current accounts receivable, acc...
Cash Management; Consideration. (a) From the date of this Agreement until the Effective Time, ▇▇▇▇▇▇▇ and its Subsidiaries shall be entitled to use, retain or otherwise dispose of all Cash Equivalents generated by the Veralto Business and the Veralto Assets in ▇▇▇▇▇▇▇’▇ sole discretion. Except as provided in this Section 2.13, all Cash Equivalents held by any member of the Veralto Group as of the Effective Time shall be an Veralto Asset and all Cash Equivalents held by any member of the ▇▇▇▇▇▇▇ Group as of the Effective Time shall be a ▇▇▇▇▇▇▇ Retained Asset. To the extent that following the Effective Time any Cash Equivalents are required to be transferred from any member of the ▇▇▇▇▇▇▇ Group to any member of the Veralto Group or from any member of the Veralto Group to any member of the ▇▇▇▇▇▇▇ Group to make effective the Internal Reorganization or the Contribution pursuant to this Agreement and the Ancillary Agreements (including if required by Law or regulation to effect the foregoing, but excluding for the avoidance of doubt, the transfer of Cash Equivalents contemplated by Section 2.13(b)), the Party receiving such Cash Equivalents shall promptly transfer an amount in cash equal to such transferred Cash Equivalents back to the transferring Party so as not to override the allocations of Assets, Liabilities and expenses related to the Internal Reorganization and the Contribution contemplated by this Agreement and the Ancillary Agreements.
(b) In exchange for the Contribution, ▇▇▇▇▇▇▇ agrees to, on or prior to the Distribution Date, (i) effect a [●]-for-one stock split and distribute [●] additional shares of Veralto Common Stock to ▇▇▇▇▇▇▇ for each share of Veralto Common Stock held by ▇▇▇▇▇▇▇ prior to such stock split and (ii) pay to ▇▇▇▇▇▇▇ all of the net proceeds of the Veralto Financing Arrangements received by Veralto at or prior to the consummation of the Distribution (the “Veralto Contribution Payment”) (such distribution and payment, collectively, the “Consideration”). Each applicable payment made by Veralto to ▇▇▇▇▇▇▇ pursuant to this Section 2.13(b) shall be made by wire transfer of immediately available funds to an account designated by ▇▇▇▇▇▇▇ to Veralto in writing.
(c) Any payment made in accordance with this Section 2.13 shall be treated in accordance with the terms of Section 9.21.
Cash Management; Consideration. (a) Except as provided in this Section 2.12, all cash and Cash Equivalents held by any member of the CXApp Group as of the Distribution Time shall be an Enterprise Apps Asset and all cash and Cash Equivalents held by any member of the Inpixon Group as of the Distribution Time shall be an Inpixon Retained Asset. To the extent that following the Distribution Time any Cash Equivalents are required to be transferred from any member of the Inpixon Group to any member of the CXApp Group or from any member of the CXApp Group to any member of the Inpixon Group to make effective the Internal Reorganization or the Contribution pursuant to this Agreement and the Ancillary Agreements (including if required by Law or regulation to effect the foregoing), the Party receiving such Cash Equivalents shall promptly transfer an amount in cash equal to such transferred Cash Equivalents back to the transferring Party so as not to override the allocations of Assets, Liabilities and expenses related to the Internal Reorganization and the Contribution contemplated by this Agreement and the Ancillary Agreements.
(b) In exchange for the Contribution, Spinco agrees, on or prior to the Distribution Date, to issue to Inpixon a number of newly issued, fully paid and nonassessable shares of Spinco Stock as is necessary to effect the Distribution and such that immediately following the Distribution Inpixon will hold none of the outstanding shares of Spinco Stock.