Separation Matters. (a) In connection with the Separation, the Company will cause SpinCo to (i) deliver to the Purchaser a new warrant in form and substance substantially identical to the Pre-Funded Warrants for that number of shares of SpinCo stock determined in accordance with Section 9(d) of the Pre-Funded Warrant (the “SpinCo Pre-Funded Warrant”) and (ii) assume all of the obligations under Article IV of this Agreement and the Registration Rights Agreement, mutatis mutandis, in connection with the shares of SpinCo stock the Purchasers receive with respect to any of the Purchased Shares held by such Purchasers as of the effective time of the Separation and the SpinCo Pre-Funded Warrant and the shares of SpinCo stock issuable upon exercise of the SpinCo Pre-Funded Warrant.
(b) Notwithstanding anything to the contrary, the Purchasers will not exercise its right to require the filing of a Resale Registration Shelf by SpinCo or cause SpinCo to effect an Underwritten Offering or Block Trade (as such terms are defined in the Registration Statement) until such time as SpinCo is eligible to effect a primary offering using a Registration Statement on Form S-3 pursuant to General Instruction I.B.1 of such form.
Separation Matters. As promptly as possible following the date hereof, but in no event later than ten (10) days after the date hereof, Seller and Purchaser shall each appoint a representative, and such other representatives of such Party as it deems appropriate (together, the “Joint Steering Committee”), all of whom will be subject to confidentiality and other restrictions necessary or appropriate to ensure compliance with applicable Law, for the purposes set forth in this Section 5.19. As soon as reasonably practicable following the appointment of the Joint Steering Committee and from time to time during the period prior to Closing, such committee will confer to discuss and plan for the post-Closing transition and integration of the operations of the Business, which may include (i) data migration, (ii) establishment by the Purchased Entity (and its Subsidiaries) of information, technology, enterprise resource planning and other systems and transition from the services provided under the Transition Services Agreement, (iii) preparing and reviewing communications to customers, suppliers and employees to the extent related to the transactions contemplated by this Agreement, (iv) discussing in good faith relevant technical and operational matters) (v) a plan to transfer to the Purchased Entity (and its Subsidiaries) such knowledge with respect to the Business as is reasonably necessary to permit the Purchased Entity (and its Subsidiaries) to operate the Business in a substantially similar manner as operated prior to the Closing Date after the migration thereof is complete, and (vi) a plan to transfer to the Purchased Entity (and its Subsidiaries) such knowledge with respect to the Business and the services provided under the Transition Services Agreement as is reasonably necessary to permit them to be able to provide to themselves or engage third parties to provide the services to be provided under the Transition Services Agreement following the termination of expiration thereof ((i) through (vi), together, the “Migration and Knowledge Transfer Plan”). The Parties shall (x) cooperate in good faith to develop a Migration and Knowledge Transfer Plan that is agreed by the parties as promptly as possible following the date of this Agreement and prior to the Closing, and (y) use commercially reasonable efforts to effectuate the Migration and the Knowledge Transfer Plan as promptly as reasonably practicable after such agreement by the parties. The Migration and the Knowledge Transfer ...
Separation Matters. Buyer hereby agrees that it will (a) comply with the obligations set forth in the Separation Agreement and any Ancillary Agreement (as defined in the Separation Agreement) applicable to the assets of the Transferred Company and (b) comply with the provisions of the Specified Sections (as defined in the Separation Agreement) and any applicable Ancillary Agreements (as defined in the Separation Agreement) with respect to the assets of the Transferred Company as if it were Remainco (as defined in the Separation Agreement); provided that none of Buyer, the Transferred Company or any of its Subsidiaries shall have any obligations under the Tax Matters Agreement (as defined in the Separation Agreement) or the Separation Agreement, to the extent related to Taxes. Seller hereby agrees that it will cause Fox to enforce its rights set forth in the Separation Agreement and any Ancillary Agreement (as defined in the Separation Agreement) applicable to the assets of the Transferred Company or any of its Subsidiaries or the Business (and, to the extent constituting Fox Liabilities (as defined in the Separation Agreement), any Liabilities (as defined in the Separation Agreement) to which any of them may become subject) at the direction of Buyer. Without limiting the generality of the foregoing, if any Remainco Asset (as defined in the Separation Agreement) that is an asset of the Transferred Company or any of its Subsidiaries or the Business is transferred to Fox in accordance with Section 5.05 of the Separation Agreement, Fox shall promptly procure the transfer of such asset to Buyer or an Affiliate of Buyer nominated by Buyer (including the Transferred Company or any of its Subsidiaries) for no additional consideration.
Separation Matters. You agree to resign from your position as Chief Operating Officer of PayPal Holdings, Inc., a director on any and all boards or committees and other positions you hold at the Company, on or before the Step-Down Date. You agree to take any and all further acts necessary to accomplish these resignations.
Separation Matters. Promptly after the date hereof, and in any event within 30 days thereafter, UCB and Purchaser shall each appoint a transition team to (i) cooperate in good faith to promptly, and in any event within 60 days after the date hereof, develop a plan (and, to the extent appropriate and permitted under U.S. antitrust or other competition Laws, begin to implement such plan) for separating the businesses of the Transferred Subsidiary and KI from the businesses of UCB and its retained affiliates, including with respect to the transfer of all marketing authorizations for the Products, so as to minimize the adverse impact of such separation on each party’s businesses and facilitate an orderly transition of the business of the Transferred Subsidiary and (ii) prepare for, cooperate on and assist with the transfer from UCB to the Transferred Subsidiary of certain applications, data, documentation and source code (developed specifically for UCB or the Transferred Subsidiary), in each case, as agreed by the parties, subject to any applicable restrictions under U.S. antitrust or other competition Laws. UCB and Purchaser shall discuss in good faith any additional services that Purchaser may reasonably request to include on the schedules to the Transitional Services Agreement; provided, that UCB shall have no obligation to agree to the inclusion of any such additional service on the schedules to the Transitional Services Agreement. SECTION 5.25. [***]
Separation Matters. 89 5.28 [Intentionally Omitted]..............................................................90 TABLE OF CONTENTS (continued) 5.30 [Intentionally Omitted]..............................................................90
Separation Matters. Each of Parent and Merger Sub shall cooperate with the Company in connection with and use its reasonable best efforts and shall cause its Affiliates to so cooperate to cause the closing of the Separation Transactions to occur promptly following the Closing; provided that nothing set forth in this Section 7.18 shall require any party to take any corporate action, to execute any document or other instrument, or to incur any liability that is not conditioned upon or that would be effective prior to the Effective Time. The Company shall cause its directors (and directors of any of its Subsidiaries identified by Parent no less than three Business Days prior to the Closing Date) to deliver resignation letters in form and substance reasonably satisfactory to Parent concurrently with the Closing. In the event that this Agreement is terminated in any circumstance in which the Company has the right to receive the Parent Termination Fee pursuant to Section 9.06, Parent and HospitalCo Parent hereby jointly and severally agree to reimburse the Company, promptly upon request, for reasonable and documented out-of-pocket expenses incurred by the Company in connection with the implementation of the Separation Transactions in an aggregate amount not to exceed $13,500,000. During the period from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit HomecareCo to, (x) terminate the Separation Agreement or (y) amend, modify or waive any provision of the Separation Agreement, in each case without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that no action taken by the Company prior to the Closing at the written request of Parent in connection with the Separation Transactions or otherwise expressly contemplated by the Separation Agreement (including, for the avoidance of doubt, the transfer or allocation of any asset or liability of the Company or any of its Subsidiaries from or as between the Hospital Business or the Homecare Business) shall be, or be deemed to result in, a breach of any representation, warranty or covenant of the Company included in this Agreement.
Separation Matters. Section 6.01 Services from Affiliates; EDR Guarantees 79 Section 6.02 Shared Contracts 80 Section 6.03 Obligations Regarding Non-Assignable Assets and Non-Assumable Liabilities 82 Section 6.04 EDR Names and Marks 86 Section 6.05 Insurance 87 Section 6.06 Wrong-Pockets 88 Section 7.01 Pre-Closing Communication 89 Section 7.02 Transfer of Employment; Terms and Conditions of Employment 90 Section 7.03 Benefit Plan Participation 96 Section 7.04 Work Permits / Visas 96 Section 7.05 2024 Bonuses 97 Section 7.06 No Third-Party Beneficiaries 97
Separation Matters. Executive hereby resigns from his position as a director on the Board of Directors of the Company (the “Board”) and any and all board, committee and other positions he holds at the Company or any entity controlled by, controlling or under common control with the Company (the “Affiliated Group”). Executive agrees to take any and all further acts necessary to accomplish these resignations, which resignations Executive represents and agrees are required by the terms of the Employment Agreement and are not due to any disagreement over the Company’s operations, policies or practices. The parties agree that Executive is entitled to those certain compensation and benefits (a) as set forth in Section 6(e)(i) – (e)(v) of the Employment Agreement and (b) with respect to outstanding performance share units, as provided in Section 2.a. of Important Award Details in the award agreements (the “Award Agreements”) that are Exhibit 10.1 to Forms 8-K filed on March 12, 2014, March 3, 2015 and March 2, 2016, in each case, as set forth in Exhibit A to this Separation Agreement and, in some instances, as may have been already paid prior to the Effective Date. Executive acknowledges and agrees that the amounts set forth and described on Exhibit A are true, correct and complete and Executive has no right to any separation benefit under the Employment Agreement other than as set forth in Exhibit A. The Company and Executive agree that the text attached hereto as Attachment A shall be filed under Item 5.02 of Form 8-K by the Company with the U.S. Securities and Exchange Commission promptly following the Effective Date (as defined on the signature page to this Separation Agreement), but in any event, within 4 business days following the Effective Date.
Separation Matters
