Completion of Spin-off Sample Clauses

Completion of Spin-off. The transaction as contemplated under the asset distribution agreement entered into by and among Haipu Holding Inc., the Company, Xx. XXXXX Xxxxxxx, Xx. XXX Xuyang and certain other parties therein dated October 14, 2013 has been duly completed.
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Completion of Spin-off. The Executive shall fully cooperate and use his best efforts to assist the Company in the consummation of the Spin-off.
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Completion of Spin-off. The Company and Sterling Software, Inc. ---------------------- shall have taken all actions necessary or appropriate to complete the sale of certain shares of the Company to the public and the distribution, on a tax-free basis, to shareholders of Sterling Software, Inc. all shares of the capital stock of the Company not so sold to the public so that neither Sterling Software, Inc. nor any of its Subsidiaries or other Affiliates shall legally or beneficially own in the aggregate in excess of one percent (1%) of all of the outstanding shares of the capital stock of the Company. The Agent shall have received from the Company, copies, in sufficient quantity for delivery to each Bank, certified by a duly authorized officer of the Company to be true and complete on the Closing Date, of the Tax Allocation Agreement and the Indemnification Agreement.
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Completion of Spin-off. The Spin-Off (as defined in Section 8.1, below) shall have been completed and IndeNet shall have received evidence of such completion satisfactory to IndeNet's counsel.
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Completion of Spin-off. The Spin-Off, when and if completed, will be completed in accordance with all applicable laws and on the terms and with the results consistent in all material respects with (a) the information set forth in Sxxxxxxx'x Form 10 as heretofore made available to the Lenders and (b) the pro forma financial information and projections delivered to the Administrative Agent and the Lenders prior to the date hereof.
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Completion of Spin-off. The Spin-Off shall have been consummated in accordance with the terms and subject to the conditions set forth in the Distribution Agreement.
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Completion of Spin-off. To the extent the Spin-off occurs, the Loan Parties shall (i) notify the Administrative Agent of the initial advance made pursuant to the Clearwater Credit Facility on the date of such advance, (ii) conduct the Spin-off on terms substantially similar to those set forth herein and in Clearwater’s Form 10 filed on November 6, 2008 and such additional public filings made with the SEC on or before the Closing Date, (iii) cause Clearwater to affirm its retention of the obligation to pay the Credit Sensitive Debentures in an amount equal to $100,000,000 and (iv) cause Clearwater to borrow $50,000,000 under the Clearwater Credit Facility which proceeds shall immediately be transferred to Potlatch Land & Lumber.
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Related to Completion of Spin-off

  • Designation of Start-up Day The Closing Date is hereby designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the Code.

  • RESERVATION OF STOCK, ETC ISSUABLE ON EXERCISE OF WARRANT; FINANCIAL STATEMENTS. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof to receive copies of all financial and other information distributed or required to be distributed to the holders of the Company's Common Stock.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Subsequent Acquisition of Shares Any Equity Securities of PubCo acquired subsequent to the Effective Date by a Holder shall be subject to the terms and conditions of this Investor Rights Agreement and such shares shall be considered to be “Registrable Securities” as such term is used in this Investor Rights Agreement.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • Release of D&O Lock-up Period If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.

  • Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

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