Conditions to the Distributions. (a) In addition to, and without in any way limiting, IAC’s rights under Section 12.1, completion of each Distribution is conditioned on: (i) the IAC Board not having determined that such Distribution is not in the best interests of IAC and its stockholders; (ii) the Registration Statements with respect to such Spinco’s common shares shall have been declared effective by the SEC or become effective under the Exchange Act, no stop order suspending the effectiveness of such Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the SEC; (iii) the applicable Spinco Common Stock shall have been accepted for listing on NASDAQ, subject to compliance with applicable listing requirements; (iv) no Order or other legal restraint or prohibition preventing the consummation of any of the Distributions, or any of the transactions contemplated by this Agreement or any Ancillary Agreement, including the transactions to effect the Separation, shall be threatened, pending or in effect; (v) any material Consents and Governmental Authorizations necessary to complete the Separation and the Distributions shall have been obtained and be in full force and effect; (vi) the stockholders of IAC shall have approved, in accordance with the DGCL, a merger agreement providing for the merger of a wholly-owned subsidiary of IAC with and into IAC pursuant to which all of the outstanding shares of preferred stock of IAC shall be converted into the right to receive cash; (vii) the IAC Board shall have received a written solvency opinion, in form and substance acceptable to the IAC Board, from Duff & Xxxxxx regarding the Separation, the Distributions and other transactions contemplated hereby, which opinion shall not have been withdrawn or modified; (viii) IAC shall have received an opinion of Wachtell, Lipton, Xxxxx & Xxxx, in form and substance satisfactory to the IAC Board, regarding the qualification of the Distributions, as transactions that are generally tax free for U.S. federal income tax purposes under Sections 355 and/or 368(a)(1)(D) of the Code (to the extent such qualification is not addressed by an Internal Revenue Service private letter ruling (the “IRS Ruling”) received by IAC), which opinion (and, in the event IAC shall have received the IRS Ruling, the IRS Ruling) shall not have been withdrawn or modified; (ix) IAC shall have received opinions from its external tax advisors, in form and substance satisfactory to the IAC Board, regarding the U.S. federal income tax consequences to IAC of certain related matters and transactions (to the extent such matters are not addressed by the IRS Ruling) and certain state tax consequences to IAC of the spin-offs, which opinions shall not have been withdrawn or modified; and (x) IAC shall have received an opinion of Delaware counsel to IAC, in form and substance satisfactory to the IAC Board, to the effect that the Separation and the Distributions do not require approval of the stockholders of IAC under Section 271 of the DGCL. (b) The foregoing conditions are for the sole benefit of IAC and shall not give rise to or create any duty on the part of IAC or the IAC Board to waive or not to waive such conditions or in any way limit IAC’s right to terminate this Agreement in whole or in part as set forth in Article XII or alter the consequences of any such termination from those specified in such Article XII. Any determination made by IAC prior to the Separation and the Distributions concerning the satisfaction or waiver of the conditions set forth in this Section 5.01 shall be final and conclusive.
Appears in 5 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Interval Leisure Group, Inc.), Separation and Distribution Agreement (Tree.com, Inc.)
Conditions to the Distributions. (a) In addition toSubject to Section 4.5, and without in any way limiting, IAC’s rights under Section 12.1, completion of each Distribution is conditioned on:
(i) the IAC Board not having determined that such Distribution is not in the best interests of IAC and its stockholders;
(ii) the Registration Statements with respect following are conditions to such Spinco’s common shares shall have been declared effective by the SEC or become effective under the Exchange Act, no stop order suspending the effectiveness of such Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the SEC;
(iii) the applicable Spinco Common Stock shall have been accepted for listing on NASDAQ, subject to compliance with applicable listing requirements;
(iv) no Order or other legal restraint or prohibition preventing the consummation of any each of the Distributions, or any of the transactions contemplated by this Agreement or any Ancillary Agreement, including the transactions to effect the Separation, shall be threatened, pending or in effect;
(v) any material Consents and Governmental Authorizations necessary to complete the Separation and the Distributions shall have been obtained and be in full force and effect;
(vi) the stockholders of IAC shall have approved, in accordance with the DGCL, a merger agreement providing for the merger of a wholly-owned subsidiary of IAC with and into IAC pursuant to which all of the outstanding shares of preferred stock of IAC shall be converted into the right to receive cash;
(vii) the IAC Board shall have received a written solvency opinion, in form and substance acceptable to the IAC Board, from Duff & Xxxxxx regarding the Separation, the Distributions and other transactions contemplated hereby, which opinion shall not have been withdrawn or modified;
(viii) IAC shall have received an opinion of Wachtell, Lipton, Xxxxx & Xxxx, in form and substance satisfactory to the IAC Board, regarding the qualification of the Distributions, as transactions that are generally tax free for U.S. federal income tax purposes under Sections 355 and/or 368(a)(1)(D) of the Code (to the extent such qualification is not addressed by an Internal Revenue Service private letter ruling (the “IRS Ruling”) received by IAC), which opinion (and, in the event IAC shall have received the IRS Ruling, the IRS Ruling) shall not have been withdrawn or modified;
(ix) IAC shall have received opinions from its external tax advisors, in form and substance satisfactory to the IAC Board, regarding the U.S. federal income tax consequences to IAC of certain related matters and transactions (to the extent such matters are not addressed by the IRS Ruling) and certain state tax consequences to IAC of the spin-offs, which opinions shall not have been withdrawn or modified; and
(x) IAC shall have received an opinion of Delaware counsel to IAC, in form and substance satisfactory to the IAC Board, to the effect that the Separation and the Distributions do not require approval of the stockholders of IAC under Section 271 of the DGCL.
(b) . The foregoing conditions are for the sole benefit of IAC Temple-Inland and shall not give rise to or create any duty on the part of IAC Temple-Inland or the IAC Board board of directors of Temple-Inland to waive or not to waive such conditions or in any way limit IAC’s right to terminate this Agreement in whole or in part as set forth in Article XII or alter the consequences of any such termination from those specified condition:
(a) The applicable Form 10 shall have been declared effective by the Commission, with no stop order in such Article XII. Any determination made by IAC prior effect with respect thereto, and the applicable Information Statement shall have been mailed to the Separation holders of Temple-Inland Common Stock who held Temple-Inland Common Stock as of the Forestar Distribution Record Date and the Distributions concerning Guaranty Distribution Record Date, as applicable;
(b) With respect to the satisfaction or waiver (i) Forestar Distribution, the Forestar Common Stock to be delivered in the Forestar Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution and (ii) Guaranty Distribution, the Guaranty Common Stock to be delivered in the Guaranty Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution;
(c) Prior to the Forestar Distribution and the Guaranty Distribution, respectively, Temple-Inland shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to Temple-Inland (in its sole discretion), and such ruling shall remain in effect as of the conditions set forth applicable Distribution Date, to the effect, among other things, that (i) such Distribution, together with certain related transactions, will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, (ii) no gain or loss will be recognized by (and no amount will otherwise be included in this Section 5.01 the income of) the stockholders of Temple-Inland upon their receipt of Forestar Common Stock or Guaranty Common Stock, as the case may be, pursuant to such Distribution; and (iii) no gain or loss will be recognized by Temple-Inland pursuant to such Distribution;
(d) Prior to the Forestar Distribution and the Guaranty Distribution, respectively, Temple-Inland shall have obtained an opinion from Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, its tax counsel, in form and substance satisfactory to Temple-Inland (in its sole discretion), substantially to the effect that, among other things, such Distribution, together with certain related transactions, should qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code;
(e) Prior to the Forestar Distribution and the Guaranty Distribution, respectively, Temple-Inland shall have obtained a surplus and solvency opinion(s) from Hxxxxxxx Lxxxx Xxxxxx & Zxxxx Financial Advisors, Inc., in form and substance satisfactory to Temple-Inland (in its sole discretion), substantially to the effect that, among other things: (i) Temple-Inland has adequate surplus under Delaware law to declare the applicable Distribution dividend and (ii) following the applicable Distribution, Temple-Inland, on the one hand, and Forestar or Guaranty, as applicable, on the other hand, will be final solvent and conclusive.adequately capitalized;
(f) Any material Governmental Approvals and other Consents necessary to consummate the applicable Distribution or any portion thereof shall have been obtained and be in full force and effect, including the regulatory approvals listed or described on Schedule 4.6(f);
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Guaranty Financial Group Inc.), Separation and Distribution Agreement (Guaranty Financial Group Inc.)
Conditions to the Distributions. (a) In addition to, and without in any way limiting, IAC’s rights under Section 12.1, completion of each Distribution is conditioned on:
(i) the IAC Board not having determined that such Distribution is not in the best interests of IAC and its stockholders;
(ii) no stop order suspending the effectiveness of the Registration Statements with respect to such Spinco’s common shares shall have been declared effective by the SEC or become effective under the Exchange Act, no stop order suspending the effectiveness of such Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the SEC;
(iii) the applicable Spinco Common Stock shall have been accepted for listing on NASDAQ, subject to compliance with applicable listing requirements;
(iv) no Order or other legal restraint or prohibition preventing the consummation of any of the Distributions, or any of the transactions contemplated by this Agreement or any Ancillary Agreement, including the transactions to effect the Separation, shall be threatened, pending or in effect;
(v) any material Consents and Governmental Authorizations necessary to complete the Separation and the Distributions shall have been obtained and be in full force and effect;
(vi) the stockholders of IAC shall have approved, in accordance with the DGCL, a merger agreement providing for the merger of a wholly-owned subsidiary of IAC with and into IAC pursuant written solvency opinion delivered to which all of the outstanding shares of preferred stock of IAC shall be converted into the right to receive cash;
(vii) the IAC Board shall have received a written solvency opinion, in form and substance acceptable to the IAC Board, from by Duff & Xxxxxx regarding the Separation, the Distributions and other transactions contemplated hereby, which opinion hereby shall not have been withdrawn or modified;
(viiivii) IAC shall have received an opinion of Wachtell, Lipton, Xxxxx & Xxxx, in form and substance satisfactory to the IAC Board, regarding the qualification of the Distributions, as transactions that are generally tax free for U.S. federal income tax purposes under Sections 355 and/or 368(a)(1)(D) of the Code (to the extent such qualification is not addressed by an Internal Revenue Service private letter ruling (the “IRS Ruling”) received by IAC), which opinion (and, in the event IAC shall have received the IRS Ruling, the IRS Ruling) shall not have been withdrawn or modified;; and
(ixviii) IAC shall have received opinions from its external tax advisors, in form and substance satisfactory to the IAC Board, regarding the U.S. federal income tax consequences to IAC of certain related matters and transactions (to the extent such matters are not addressed by the IRS Ruling) and certain state tax consequences to IAC of the spin-offsDistributions, which opinions shall not have been withdrawn or modified; and
(x) IAC shall have received an opinion of Delaware counsel to IAC, in form and substance satisfactory to the IAC Board, to the effect that the Separation and the Distributions do not require approval of the stockholders of IAC under Section 271 of the DGCL.
(b) The foregoing conditions are for the sole benefit of IAC and shall not give rise to or create any duty on the part of IAC or the IAC Board to waive or not to waive such conditions or in any way limit IAC’s right to terminate this Agreement in whole or in part as set forth in Article XII or alter the consequences of any such termination from those specified in such Article XII. Any determination made by IAC prior to the Separation and the Distributions concerning the satisfaction or waiver of the conditions set forth in this Section 5.01 shall be final and conclusive.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Tree.com, Inc.)