Company Split Sample Clauses

Company Split. On the Closing Date, MJP shall effect the Company Split by filing with the Japanese Legal Affairs Bureau the Company Split Plan substantially in the form attached hereto as Exhibit I (the “Company Split Plan”) and any other documents required to be filed with the Japanese Legal Affairs Bureau under applicable Law. The Articles of Incorporation of Newco as in effect immediately following the Company Split shall be in the form attached hereto as Exhibit J.
Sample 1
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Company Split. MJP shall comply with applicable Law in all material respects in effectuating the Company Split, and shall use its commercially reasonable efforts to take such actions as are necessary and appropriate to effect the Company Split in accordance with applicable Law as promptly as reasonably practicable, including providing required notices, effecting required registrations and consulting with the Business Employees and providing requisite notices to the creditors of the Business. The Parties acknowledge and agree that, as a result of the Company Split, neither MJP nor any other member of the Seller Group shall have to pay stay bonuses, retention bonuses or additional compensation to the Transferred Employees, provided that the foregoing shall not limit MJP’s obligation to satisfy the Excluded Employee Liabilities that are due and owing prior to, or become due and owing at, the Closing. At the Closing, Acquisition Sub or Tower, on its behalf, shall make a capital contribution or shareholder loan of $10,000,000 (or the Yen equivalent) into Newco (the “Capital Contribution”). Newco shall use at least $3,000,000 (or the Yen equivalent) of the Capital Contribution to satisfy Newco’s short term working capital requirements. The Parties acknowledge and agree that the Capital Contribution shall be deemed to satisfy the commitment of Tower referenced in paragraph 4 of the Matters Concerning the Probability of the Performance of Liabilities dated April 28, 2011 that was prepared in connection with the Company Split. From and after the Closing, Newco will maintain sufficient resources (financial or otherwise) to perform its obligations hereunder and under the Ancillary Agreements as they become due, and will not incur any obligation, commitment, restriction or Liability of any kind, absolute or contingent, which would materially impair or adversely affect such resources.
Sample 1
Company Split. UP The parties hereby reciprocally acknowledge that, considering that Zoncx xxxends to split-up its corporate organization pursuant to art. 2504-septies of the Civil Code, after which the Building Unit leased hereunder will be included in the assets of either of the new legal persons which will result thereof, this Agreement shall be assigned to either of such new legal persons and, thereafter, will be binding on and will inure to the benefit of such new legal person, provided, however, that the other legal person which will result of such split up operation shall nevertheless be jointly and severally liable for any and all obligations of the Lessor hereunder.
Sample 1
Company Split 
Sample 1

Related to Company Split

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Company Stock Plans (a) The Company shall take such action as shall be required:

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Company SEC Documents The Company has filed with the Commission all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2000 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the time of filing, together with the Form S-4 filed by Genesis on August 29, 2002, which includes the Company's preliminary proxy statement, collectively, the "COMPANY SEC DOCUMENTS"). The Company SEC Documents, including any financial statements or schedules included in the Company SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any the Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. None of the Company's Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the Nasdaq Stock Market, Inc.'s National Market, any stock exchange or any other comparable Governmental Authority.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Stock Split All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.

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