Corporate Restructuring Transactions. On or prior to the Distribution Date and otherwise in accordance with the terms and provisions set forth in Exhibit B hereto, ESI and ADA-ES shall, and shall cause each of their respective Subsidiaries to, as applicable, take such actions as are necessary to cause, effect and consummate the Corporate Restructuring Transactions. ESI and ADA-ES hereby agree that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided such modification, supplement or elimination (a) is necessary or appropriate to divide the existing businesses of ESI so that the ADA-ES Business shall be owned, directly and indirectly, by ADA-ES, and (b) does not, individually or in the aggregate, adversely affect the ESI Business (other than to a de minimis extent).
Corporate Restructuring Transactions. On or prior to the Distribution Date (but in all events prior to the Distribution) and subject to Section 2.06 below, each of Tenneco and Packaging shall, and shall cause each of their respective divisions, investments, Subsidiaries and Affiliates to, as applicable, take such action or actions as is necessary to cause, effect and consummate the Corporate Restructuring Transactions. Each of Tenneco and Packaging hereby agrees that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated on or prior to the Distribution Date; provided such modification, supplement or elimination is determined to be necessary or appropriate (i) to divide the existing businesses of Tenneco so that Tenneco's packaging businesses and administrative services operations shall be owned, directly and indirectly, by Packaging, or so that Tenneco's automotive businesses shall be owned, directly and indirectly by Tenneco after giving effect to the Distribution, in each case so long as the ruling referred to in the following clause (ii) will not be adversely affected by such modification, supplement, or elimination, or (ii) to obtain a ruling from the Internal Revenue Service as described in Section 4.01(d).
Corporate Restructuring Transactions. Each of Sun, Sabra and New Sun shall, and shall cause each of their respective Subsidiaries to, as applicable, take such action or actions as is necessary to cause, effect and consummate the Corporate Restructuring Transactions in accordance with Exhibit A hereto. Each of Sun, Sabra and New Sun hereby agrees that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided, however, that such modification, supplement or elimination is determined to be necessary or appropriate (a) to separate and divide Sun so that (i) the Real Estate Business shall be owned directly or indirectly by Sabra, and (ii) the Healthcare Business shall be owned directly or indirectly by New Sun, (b) to distribute the outstanding New Sun Common Stock pursuant to the Distribution or to make a cash distribution in connection with the Distribution, or (c) to merge Sun with and into Sabra.
Corporate Restructuring Transactions. Prior to the Distribution, Pharmacopeia and PDD shall, and shall cause each of their respective Subsidiaries to, as applicable, take such actions as are necessary to cause, effect and consummate the Corporate Restructuring Transactions. Pharmacopeia and PDD hereby agree that any one or more of the Corporate Restructuring Transactions may be modified, amended, supplemented or eliminated; provided such modification, amendment, supplement or elimination (a) is necessary or appropriate to divide the existing business of Pharmacopeia so that the PDD Business shall be owned, directly or indirectly, by PDD, and (b) does not, individually or in the aggregate, materially adversely affect the Accelrys Business.
Corporate Restructuring Transactions. On or prior to the Distribution Date (but in all events prior to the Distributions) and otherwise in accordance with the terms and provisions set forth in EXHIBIT B hereto, each of Tenneco, Industrial Company and Shipbuilding Company shall, and shall cause each of their respective Subsidiaries to, as applicable, take such action or actions as is necessary to cause, effect and consummate the Corporate Restructuring Transactions. Each of Tenneco, Shipbuilding Company and Industrial Company hereby agrees that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided such modification, supplement or elimination (a) is determined to be necessary or appropriate (i) to divide the existing businesses of Tenneco so that the automotive, packaging and business services businesses shall be owned, directly and indirectly, by Industrial Company and the shipbuilding business shall be owned, directly and indirectly, by Shipbuilding Company, or (ii) to obtain a ruling from the Internal Revenue Service as described in Section 7.1(g) of the Merger Agreement, and (b) does not, individually or in the aggregate, adversely affect the Energy Business (other than to a de minimis extent) or materially delay or prevent the consummation of the Merger.
Corporate Restructuring Transactions. “Corporate Restructuring Transactions” means the distributions, transfers, conveyances, contributions, assignments and other transactions that are required to be accomplished, effected or consummated by Pharmacopeia, PDD or any of their respective Subsidiaries or Affiliates in order to separate and divide, in a series of transactions that, to the extent possible, shall qualify for tax-free treatment under the Code, the existing business of Pharmacopeia so that, except as otherwise provided in this Agreement or the Ancillary Agreements, (i) the business, assets and liabilities necessary for the continuing of the PDD Business shall be owned, directly or indirectly, by PDD, and (ii) the business, assets and liabilities of the Pharmacopeia Group that remain after the separations and divisions described above, including, without limitation, the business, assets and liabilities necessary for the continuing operation of the Accelrys Business, are, after giving effect to the Distribution, owned, directly or indirectly, by Accelrys.
Corporate Restructuring Transactions. On or prior to the Distribution Date and otherwise in accordance with the terms and provisions set forth in Exhibit A hereto, GP and NPDC shall, and shall cause each of their respective Subsidiaries to, as applicable, take such actions as are necessary to cause, effect and consummate the Corporate Restructuring Transactions. GP and NPDC hereby agree that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided such modification, supplement or elimination (a) is necessary or appropriate to divide the existing businesses of GP so that the NPDC Business shall be owned, directly or indirectly, by NPDC, and (b) does not, individually or in the aggregate, adversely affect the GP Business (other than to a de minimis extent).
Corporate Restructuring Transactions. Each of Vencor and Healthcare Company shall, and shall cause each of their respective Subsidiaries to, as applicable, take such action or actions as is necessary to cause, effect and consummate the Corporate Restructuring Transactions in accordance with the terms and provisions set forth in Exhibit A hereto. Each of Vencor and Healthcare Company hereby agrees that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided, however, that such modification, supplement or elimination is determined to be necessary or appropriate (a) to separate and divide Vencor so that (i) the Real Estate Business shall be owned directly or indirectly by Vencor, and (ii) the Healthcare Business shall be owned directly or indirectly by Healthcare Company, or (b) to distribute the outstanding Healthcare Company Common Stock pursuant to the Distribution. A-8
Corporate Restructuring Transactions. On or prior to the Distribution Date, TMP and HHGI shall, and shall cause each of their respective Subsidiaries to, as applicable, take such actions as are necessary to cause, effect and consummate the Corporate Restructuring Transactions. TMP and HHGI hereby agree that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided such modification, supplement or elimination (i) is necessary or appropriate to divide the existing businesses of TMP so that the HHGI Business shall be owned, directly or indirectly, by HHGI, and (ii) does not, individually or in the aggregate, adversely affect the TMP Business (other than to a de minimis extent). After the completion of the Corporate Restructuring Transactions, the Subsidiaries listed on Schedule 2.01 (other than any such Subsidiary that is liquidated or merged into or consolidated with another entity in connection with the Corporate Restructuring Transactions) shall be direct or indirect Subsidiaries of HHGI. On or prior to the Distribution Date, TMP and HHGI shall cause the name of any Subsidiary listed on Schedule 2.01 that includes the name "TMP" to be changed such that "TMP" is no longer included in the name of such Subsidiary; provided, however, that in the case of any such Subsidiary organized under the laws of a European jurisdiction, TMP and HHGI shall cause such Subsidiary, on or prior to the Distribution Date, to adopt a resolution and to submit to any applicable authority a duly completed application to change its name such that "TMP" is no longer included in the name of such Subsidiary.
Corporate Restructuring Transactions. On or prior to the Distribution Date and otherwise in accordance with the terms and provisions set forth in EXHIBIT B hereto, Parent and Spin Company shall, and shall cause each of their respective Subsidiaries to, as applicable, take such actions as are necessary to cause, effect and consummate the Corporate Restructuring Transactions. Parent and Spin Company hereby agree that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided such modification, supplement or elimination (a) is necessary or appropriate to divide the existing businesses of Parent so that the Spin Company Business shall be owned, directly and indirectly, by Spin Company, and (b) does not, individually or in the aggregate, adversely affect the Parent Business (other than to a DE MINIMIS extent).
