Intercorporate Reorganization. 23 Section 2.02
Intercorporate Reorganization. (a) Prior to the Time of Distribution, Conexant and Mindspeed will take all actions necessary to increase the outstanding shares of Mindspeed Common Stock so that, immediately prior to the Distribution, Conexant will hold a number of shares of Mindspeed Common Stock (rounded down to the nearest whole share) equal to the aggregate number of shares of Conexant Common Stock (excluding treasury shares held by Conexant) issued and outstanding as of the Record Date divided by three.
(b) Subject to Section 2.08, prior to the Time of Distribution:
(i) Conexant and each Conexant Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Mindspeed or a Mindspeed Subsidiary, as appropriate, any and all right, title and interest of Conexant and each of the Conexant Subsidiaries in the Mindspeed Subsidiaries;
(ii) Mindspeed and each Mindspeed Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Conexant or a Conexant Subsidiary, as appropriate, any and all right, title and interest of Mindspeed and each of the Mindspeed Subsidiaries in the Conexant Subsidiaries;
(iii) Conexant and each Conexant Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Mindspeed or a Mindspeed Subsidiary, as appropriate, any and all right, title and interest of Conexant and each of the Conexant Subsidiaries in the Mindspeed Assets;
(iv) Mindspeed and each Mindspeed Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Conexant or a Conexant Subsidiary, as appropriate, any and all right, title and interest of Mindspeed and each of the Mindspeed Subsidiaries in the Conexant Assets;
(v) Conexant or a Conexant Subsidiary, as appropriate, shall unconditionally assume and undertake to pay, perform and discharge, in a timely manner and in accordance with the terms thereof, all Liabilities of Mindspeed and the Mindspeed Subsidiaries that are Conexant Liabilities; and
(vi) Mindspeed or a Mindspeed Subsidiary, as appropriate, shall unconditionally assume and undertake to pay, perform and discharge, in a timely manner and in accordance with the terms thereof, all Liabilities of Conexant and the Conexant Subsidiaries that are Mindspeed Liabilities. In the event that at any time or from time to time (whether at or after the Time of Distribution) any member of the Conexant Group shall receive or otherwise possess any Mindspeed ...
Intercorporate Reorganization. (a) At or prior to the Distribution, there shall have been transferred to UNOVA Automation Systems, Inc. all of the assets and liabilities of Western Atlas Xxxxxx USA Division (MIS # M02610), including all the assets and liabilities of Xxxxxxx Division; all the assets and liabilities of Western Atlas Lamb Technicon Body & Assembly Systems Division (MIS # M02415), including all outstanding shares of Grand Design and X.X. XxXxxxxx; all the assets and liabilities of Western Atlas Lamb Technicon Machining Systems Division (MIS # M02410); and all the outstanding shares of M M & E, Inc. At or prior to the Distribution, there shall have been transferred to UNOVA all of the outstanding shares of UNOVA Automation Systems, Inc., Standard Components Corp., Limited Partner I Corporation, General Partner I Corporation, Energy Equity Ventures Inc., Xxxxxx Western Atlas Corporation; Western Atlas Industries Inc.; Canadian Western Atlas Inc., Western Atlas U.K. Limited, and Intermec Corporation. At or prior to the Distribution, there shall have been transferred to Lamb-Unima Maschinenbau GmbH the stock of Honsberg Lamb Sonderwerkzeugmachinen GmbH, and Western Atlas' 80% interest in the stock of Lamb-Unima Maschinbau GmbH shall have been transferred to UNOVA. At or prior to the Distribution, there shall have been transferred to UNOVA certain assets and liabilities of Western Atlas Corporate Division (MIS # Z00050), certain assets and liabilities of Western Atlas Reserves (MIS # Z00900), and all the assets and liabilities of Western Atlas IAS Administration Division (MIS # M09010). The transfer of real property shall be effected by grant deed, limited or special warranty deed or the equivalent statutorily approved form which conveys the property without encumbrances or conveyances to another party by the grantor or a person claiming under the grantor. The transfer of capital stock shall be effected by means of delivery of stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock record books of the corporations or other legal entities involved. Following the Distribution Date, Western Atlas and UNOVA shall cooperate and, if requested, assist each other in perfecting title to various properties referred to in this paragraph, at the expense of the party requesting such assistance. (b) Prior to the Distribution Date, Western Atlas and UNOVA shall take all steps necessary to increase the outstanding shares of UNOVA Common Stock so t...
Intercorporate Reorganization. (a) At least one business day prior to the Distribution Date, a series of steps shall be consummated for the purpose of separating from Xxxxxxx any assets that are related to the business of Hussmann. The steps to be taken, the specific form and sequence of which shall be in the sole discretion of the management of Xxxxxxx shall, among other things, result in Hussmann directly owning all of the outstanding capital stock of Hussmann Operating Company and directly or indirectly owning all of the foreign Subsidiaries and Affiliates of Xxxxxxx that are related to the business of Hussmann. The transfer of capital stock shall be effected by means of delivery of one or more stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock records books of the corporation or other legal entities involved and, to the extent required by applicable law, by notation on appropriate registries.
(b) In connection with transfers of assets other than capital stock and the assumptions of any Liabilities, Xxxxxxx and Xxxxxxxx shall execute or cause to be executed by the appropriate entities the Conveyance and Assumption Instruments in such forms as Xxxxxxx and Hussmann shall reasonably agree, including the transfer of any real property by deed.
(c) Prior to the Distribution Date, Xxxxxxx and Xxxxxxxx shall take all steps necessary to increase the outstanding shares of Hussmann Common Stock so that immediately prior to the Distribution, Xxxxxxx shall own the number of shares of Hussmann Common Stock necessary to effect the Distribution.
Intercorporate Reorganization. Prior to the Distribution Date, BWC and Automotive shall take all steps necessary to increase the outstanding shares of Automotive Common Stock so that immediately prior to the Distribution, BWC will hold a number of shares of Automotive Common Stock equal to the sum of the number of shares of BWC Voting Stock and the number of shares of BWC Non-Voting Stock outstanding on the Record Date. Such shares of Automotive Common Stock shall be the only capital stock of Automotive outstanding immediately prior to the Distribution.
Intercorporate Reorganization. 4 Section 3.2 Repayment of Intercompany Indebtedness................................................. 4 Section 3.3
Intercorporate Reorganization. (a) Subject to Section 3.08, prior to or on the Distribution Date, Premark and Tupperware shall undertake to complete all actions necessary, including, without limitation, the actions specified in Section 3.01(b), to (i) transfer, or cause to be transferred, to Tupperware or a Tupperware Subsidiary, as appropriate, effective as of the Cut-off Date, all of the right, title and interest of Premark or any Premark Subsidiary, as appropriate, in any Tupperware Assets and have Tupperware or a Tupperware Subsidiary, as appropriate, assume and agree to pay, perform and discharge in due course each of the Tupperware Assumed Liabilities, and (ii) transfer, or cause to be transferred, to Premark or a Premark Subsidiary, as appropriate, effective as of the Cut-off Date, all the right, title and interest of Tupperware or any Tupperware Subsidiary, as appropriate, in any Premark Assets and have Premark or a Premark Subsidiary, as appropriate, assume and agree to pay, perform and discharge in due course each of the Premark Assumed Liabilities.
(b) Subject to Section 3.08, prior to the Distribution, Premark and Tupperware each agree to take, or cause to be taken, the following actions in connection with the Distribution: (i) domestic transactions: (A) a plan of complete liquidation of HIH shall be adopted and HIH shall be merged with and into PFEG; (B) Wolf LLC shall be formed, a plan of complete liquidation of Wolf shall be adopted and Wolf shall be merged with and into Wolf LLC; (C) PFEG LLC shall be formed, PFEG shall transfer to PFEG LLC, (x) Premark FEG GmbH & Co. KG, a German partnership, and (y) all PFEG's right, title and interest in the intellectual property owned by PFEG, and thereafter, a plan of complete liquidation of PFEG shall be adopted and PFEG shall be merged with and into Premark; 8
Intercorporate Reorganization. 6 Section 3.2 Dividend; Cancellation of Intercompany Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 3.3
Intercorporate Reorganization. Prior to or at the Time of Distribution, the Company and VRM hereby undertake to complete the actions specified in this Section 2.1, to (i) transfer, or cause to be transferred, to VRM or one of its Subsidiaries, as appropriate, effective as of or prior to the Time of Distribution, all of the right, title and interest of the Company or any Retained Subsidiary (a list of which is set forth on Schedule 2.1(a)), as appropriate, in any VRM Assets and have VRM or one of its Subsidiaries, as appropriate, assume and agree to pay, perform and discharge in due course each of the VRM Assumed Liabilities, and (ii) transfer, or cause to be transferred, to the Company or a Retained Subsidiary, as appropriate, effective as of or prior to the Time of Distribution, all the right, title and interest of VRM or any VRM Subsidiary, as appropriate, in any Retained Assets and have the Company or a Retained Subsidiary, as appropriate, assume and agree to pay, perform and discharge in due course each of the Retained Company Assumed Liabilities.
Intercorporate Reorganization. 9 Section 3.02 Repayment of Intercompany Indebtedness and Cash Dividend . . . . . . . . . . . . . . . . . . . 10 Section 3.03
