Reorganization and Distribution Sample Clauses

Reorganization and Distribution. In accordance with and subject to the provisions of this Agreement and the Delaware General Corporation Law (the "Delaware Act"), the parties will take, or cause to be taken, all actions that are necessary or appropriate to accomplish steps numbered 4 through 21, inclusive, set forth in the Discovery Holding Restructure Plan attached hereto as Schedule 1.1 (the "Reorganization") in the order set forth therein as soon as practicable after the conditions thereto have been satisfied or, to the extent waivable, waived. All of the steps of the Reorganization, together with steps 1 through 3 of Schedule 1.1, which already have been completed prior to the date hereof, are intended to be part of the same plan of reorganization even though there may be delays between certain of the steps. The parties will cause any transferee of assets in the Reorganization (whether by merger, contribution, distribution or sale) to assume all liabilities and obligations of the transferor associated with the transferred assets whether arising before or after the Reorganization (except as otherwise expressly provided in the agreement effecting the transfer). As promptly as practicable after the Reorganization is completed the parties will take, or cause to be taken, all actions that are necessary or appropriate to accomplish the Distribution. All documents and instruments used to effect the Reorganization and Distribution shall be in form satisfactory to LMC and the Company.
Sample 1
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Reorganization and Distribution. In accordance with and subject to the provisions of this Agreement and the Delaware General Corporation Law (the "Delaware Act"), the parties will take, or cause to be taken, all actions that are necessary or appropriate to accomplish steps numbered 6 through 42, inclusive, set forth in the Liberty Media International Restructure Plan attached hereto as Schedule 1.1 (the "Reorganization") in the order set forth therein (except for step 32, which may be done at any time before or after this Agreement is executed) as soon as practicable after the conditions thereto have been satisfied or, to the extent waivable, waived. All of the steps of the Reorganization, together with steps 1 through 5 of Schedule 1.1, which already have been completed prior to the date hereof, are intended to be part of the same plan of reorganization even though there may be delays between certain of the steps. The parties will cause any transferee of assets in the Reorganization (whether by merger, contribution, distribution or sale) to assume all liabilities and obligations of the transferor associated with the transferred assets whether arising before or after the Reorganization (except as otherwise expressly provided in the agreement effecting the transfer). As promptly as practicable after the Reorganization is completed the parties will take, or cause to be taken, all actions that are necessary or appropriate to accomplish the Distribution. All documents and instruments used to effect the Reorganization and Distribution shall be in form satisfactory to LMC and the Company and their respective legal counsel.
Sample 1
Reorganization and Distribution 
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Related to Reorganization and Distribution

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • Liquidation and Distribution of Assets Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order:

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager shall immediately proceed to wind up the affairs of the Company.

  • Liquidation and Dissolution If the Company is liquidated, the assets of the Company shall be distributed to the Member or to a Successor or Successors.

  • Voting and Distributions (i) So long as no Event of Default shall have occurred and be continuing:

  • In-Kind Distribution Except as otherwise expressly provided herein, without the prior approval of the Manager, Assets of the Company, other than cash, shall not be distributed in-kind to the Members. If any Assets of the Company are distributed to the Members in-kind for purposes of this Agreement, such Assets shall be valued on the basis of the Gross Asset Value thereof (without taking into account section 7701(g) of the Code) on the date of Distribution; and any Member entitled to any Interest in such Assets shall receive such Interest as a tenant-in-common with the other Member(s) so entitled with an undivided Interest in such Assets in the amount and to the extent provided for in Articles 4 and 2.2 of the Agreement. Upon such Distribution, the Capital Accounts of the Members shall be adjusted to reflect the amount of gain or loss that would have been allocated to the Members pursuant to the appropriate provision of this Agreement had the Company sold the Assets being distributed for their Gross Asset Value (taking into account section 7701(g) of the Code) immediately prior to their Distribution.

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Management and Distribution Section 8. The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services with any corporation, trust, association or other organization (the "Manager"), every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may provide for one or more sub-advisers or other agents who shall perform all or part of the obligations of the Manager under such contract and contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority to determine from time to time what investments shall be purchased, held, sold, or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that:

  • Termination and Dissolution of the contract

  • Sales and Distribution Novartis and its Related Parties will be solely responsible for booking sales and will warehouse and distribute Global Licensed Products in the Novartis Territory.

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