Pre Distribution Transactions Sample Clauses

Pre Distribution Transactions. Each of the transactions and other ----------------------------- matters contemplated by Article II (including each of the distributions, transfers, conveyances, contributions, assignments or other transactions included in, or otherwise necessary to consummate, the Corporate Reorganization Transactions) shall have been consummated in all material respects.

Pre Distribution Transactions. Each of the transactions and other matters contemplated by Article II and Section 3.01 hereof (including, without limitation, each of the distributions, transfers, conveyances, contributions, assignments or other transactions included in, or otherwise necessary to consummate, the Corporate Restructuring Transactions) and the Debt Realignment shall have been fully effected, consummated and accomplished.

Pre Distribution Transactions. (a) KSI hereby agrees that it shall cause KFC to effect the KPL Contribution and KSL hereby agrees that it shall cause the Common Share Issuance to be made or occur, effective before the Distribution Date. (b) KSI hereby agrees that it shall cause KFC to distribute all of the issued and outstanding KSL Common Shares held by KFC to KSI, effective before the Distribution Date.

Pre Distribution Transactions. 4 2.1. Reincorporation; Other Corporate Action........................... 4 2.2. Bio-Vascular Approval............................................. 4 2.3. Related Agreements................................................ 4 2.4.

Pre Distribution Transactions. (a) On or prior to the Distribution Date, the Contribution shall be effected in accordance with this Agreement. (b) On or prior to the Distribution Date, the appropriate parties shall enter into, and (as necessary) shall cause their respective Subsidiaries to enter into, the agreements set forth below (collectively with the Transfer Documents and the documents and agreements referenced therein, the “Transaction Documents”): (i) the Transition Services Agreement in the form attached as Exhibit A (the “Transition Services Agreement”); (ii) the Tax Matters Agreement in the form attached as Exhibit B (the “Tax Matters Agreement”); (iii) the Employee Matters Agreement in the form attached as Exhibit C (the “Employee Matters Agreement”); and (iv) the Trademark and Copyright License Agreement in the form attached as Exhibit D (the “Trademark License Agreement”).

Pre Distribution Transactions. Prior to the Distribution, the Parties and the Exhibit A Parties shall effect each of the transactions set forth in Schedule 2.2, which Pre-Distribution Transactions shall be accomplished substantially in the order described therein, with such modifications, if any, as Jefferies shall determine are necessary or desirable for efficiency or similar purposes. For the avoidance of doubt, some or all of such Pre-Distribution Transactions may have already been implemented prior to the date hereof.

Pre Distribution Transactions. (a) On or prior to the Distribution Date, the appropriate parties shall enter into the Ancillary Agreements. (b) NBH shall file with the SEC any amendments or supplements to the S-1 as may be necessary or advisable in order to cause the S-1 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. Parent and NBH shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Parent and NBH shall take all such action as may be necessary or advisable under the securities or “blue sky” Laws of the United States (and any comparable Laws under any non-U.S. jurisdiction) in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

Pre Distribution Transactions. 4 2.1 Private Placement of Agritope Equity. .....................................................

Pre Distribution Transactions. (a) On or prior to the Distribution Date, the Contribution shall be effected in accordance with this Agreement. (b) On or prior to the Distribution Date, the appropriate parties shall enter into, and (as necessary) shall cause their respective Subsidiaries to enter into, the Transaction Documents. (c) On or prior to the Distribution Date, Parent shall consummate the Capital Contribution. (d) On or prior to the Distribution Date the Form 10 shall have been declared effective by the SEC.

Pre Distribution Transactions. 5 2.01 Transferred Assets and Assumed Liabilities ......................5 2.02