Post-Closing Transactions. Habit represents and warrants that it does not have a binding obligation or current plan or intention to effect a transaction treated for U.S. federal income tax purposes as a liquidation of any of its Subsidiaries or a merger of one of its Subsidiaries into another Subsidiary or into Habit or another entity, or to transfer substantially all of the assets of any of its Subsidiaries into another entity. Habit will not cause or allow any such actions to be taken (and will not enter into a binding obligation to do so) prior to the two-year anniversary of the IPO without the prior written consent of Xxxx Xxxxxx, LLC.
Post-Closing Transactions. Immediately after the Closing Date and on or before the filing deadlines therefore the Company and Purchaser shall file with all securities regulatory authorities having jurisdiction:
1. xxxx completed and executed Form 20s with the British Columbia and Ontario Securities Commissions disclosing the issuance to the Vendors of the common shares of the Purchaser;
2. a duly completed and executed Current Report on Form 8-K with the SEC containing the information required by Item 2 thereof and the historical audited and unaudited financial statements of the Company as required by Item 7(a) thereof (collectively, the "Financial Statements") and the PRO FORMA financial statements of the Company and Purchaser as required by Item 7(b) thereof. The Financial Statements (including the notes thereto) shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods and be consistent with the books and records of the Company. The auditors who report on the Financial Statements shall be independent public accountants with respect to the Company and their reports shall conform with the requirements of the Securities Act and the regulations thereunder; and
3. such other documents, reports and filings as may be necessary to comply with applicable securities legislation. For a period of one year after the Closing Date the Company and the Purchaser shall not repay, directly or indirectly, their shareholders, directors or officers any indebtedness incurred to them during the period July 1, 1998 to the Closing Date other than travel and entertainment expenses incurred by them on behalf of the Company in the ordinary course of the Business. The Purchaser and the Company shall repay and the Vendors shall cause them to repay all indebtedness incurred to Quest Management Corp. and Quest Ventures Ltd. in accordance with paragraph C.18 of this agreement.
Post-Closing Transactions. Following the Closing, SpinCo shall take the internal restructuring steps described on Section 3.7 of the Post Disclosure Schedule (the “Post-Merger Transactions”).
Post-Closing Transactions. MHE and one of its Subsidiaries shall purchase all of the Hercules Shares from HCHC and HMH for an aggregate price of $2 million payable in immediately available funds. Such price shall be paid to HCHC and HMH pro rata based on their ownership of the Hercules Shares.
Post-Closing Transactions. Purchaser shall not cause or permit any Transferred Entity to engage in any transaction during the period after the Closing Date and ending on December 31, 2014 (the “Short Period”) which will cause Chemtura to realize any United States federal or state income tax, without the prior written consent of Chemtura, which consent shall not be unreasonably withheld by Chemtura, so long as Purchaser indemnifies Chemtura for any such tax as a result of such transaction. Transactions during the Short Period that could impact Chemtura and cause Chemtura to realize United States federal or state income taxes include a distribution of earnings by a Transferred Entity to Purchaser, its Affiliates or another Transferred Entity, an election to change the classification of any Transferred Entity and/or any transaction that would reduce the amount of Chemtura’s “Section 1248 amount.”
Post-Closing Transactions. The following actions shall occur in the following sequence immediately following the Closing:
Post-Closing Transactions. Purchaser and Seller agree to report all transactions engaged in by Dopaco US or the Dopaco US Subsidiaries not in the ordinary course of business occurring on the Closing Date after the Closing on Purchaser’s federal Income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B), and Purchaser agrees to provide written notice to Seller describing any such transactions within 30 days after the Closing Date. Notwithstanding the foregoing, Purchaser agrees to indemnify Seller for any additional U.S. federal and applicable state Income Tax owed by Seller (including any additional U.S. federal and applicable state Income Tax imposed on Seller as a result of any payment described in this Section 6.2) resulting from any transaction engaged in by Dopaco US or the Dopaco US Subsidiaries not in the ordinary course of business occurring on the Closing Date after the Closing (taking into account any investment adjustment or similar item that results from such transaction or payment) other than any action contemplated by this Agreement. To the extent any amount for which Purchaser is responsible pursuant to this Section 6.2 is required to be paid after the Closing (including estimated Taxes), Purchaser shall pay such amount to Seller upon the later of (i) two (2) days following notice by Seller that such amount is or will be due and (ii) one (1) day before such amount is due to a Taxing Authority.
Post-Closing Transactions. Notwithstanding any contrary provision in this Agreement or in the Distribution Agreement, Hi/fn shall indemnify and hold the Stac Post-Spin-off Group and the Stac Post-Spin-off Members harmless (on an After-Tax Basis) against any Taxes imposed on or against the Stac Pre-Spin-Off Group or the Stac Post-Spin-off Group (including any Stac Pre-Spin-off Member or Stac Post-Spin-off Member) that are attributable to, or arise from, transactions or events which take place outside the ordinary course of business of Hi/fn and the Hi/fn Members and which occur after the Spin-off becomes effective and prior to the close of the Closing Date.
Post-Closing Transactions. The Shareholders shall deliver to GRLC and the Company a certificate satisfactory to GRLC and the Company that all duties, taxes and other impost payable in respect of the delivery of the Shares have been paid by the Shareholders. Promptly upon receipt of the Shares, GRLC shall issue the Purchase Consideration to the Shareholders. Prior to delivery of the Shares pursuant to this Section, GRLC shall not be required to issue or cause the issuance of the Purchase Consideration to the Shareholders.
Post-Closing Transactions. (a) Each of the Parties intends that Pubco shall consummate an initial public offering (the “IPO”) of shares of Class A Stock immediately following the Closing and the closing of the transactions contemplated by the Evercore Contribution and Sale Agreement.
(b) Promptly and in any event within five (5) Business Days following the closing of the IPO, Pubco shall contribute to the Partnership for repayment in full of the PCB Management Trust Note, such number of shares of Class A Stock which have a value (based on the IPO Price) equal to Nine Hundred Fifty Thousand Dollars ($950,000) in exchange for an equal number of Class A Units of the Partnership.
(c) Upon receipt of the shares of Class A Stock by the Partnership pursuant to Section 2.4(b), the Partnership shall transfer shares of Class A Stock with a value (based on the IPO Price) equal to Nine Hundred Fifty Thousand Dollars ($950,000) to the PCB Management Trust; provided, however, that, no fraction of a share of Class A Stock shall be issued, but rather the Partnership shall pay an amount in United States Dollars equal to such fraction multiplied by the IPO Price.
(d) Shares of Class A Stock transferred in accordance with Section 2.4(c) shall be evidenced by one or more duly authorized stock certificates representing such shares of Class A Stock, delivered to and in the name of the PCB Management Trust.
(e) Upon payment of the amounts and transfer of the shares of Class A Stock in accordance with Sections 2.4(c) and (d), (x) the Partnership shall have satisfied and discharged in full all of its obligations owing to the PCB Management Trust under the PCB Management Trust Note and (y) the PCB Management Trust shall execute and deliver to the Partnership a pay-off letter confirming repayment in full and cancellation of the PCB Management Trust Note.
