Separation Transaction Sample Clauses
The Separation Transaction clause defines the terms and procedures for dividing a company or its assets into separate entities. Typically, this clause outlines the steps required to transfer assets, liabilities, and operations from the original company to a new or existing entity, specifying the timing, approvals, and documentation needed. Its core function is to provide a clear legal framework for executing a corporate separation, thereby minimizing disputes and ensuring all parties understand their rights and obligations during the process.
Separation Transaction. In no event shall the Corporation consummate the Separation Transaction at any time prior to the Escrow Release Time.
Separation Transaction. The Investor acknowledges and agrees that Corporation may undertake the Separation Transaction at any time in its discretion following the Escrow Release Date until the Separation Outside Date, and that the parties intend for the investments of the Investor in either the Corporation or SpinCo as described herein to occur irrespective of whether the Separation Transaction will occur. The Corporation further covenants and agrees that it will cause SpinCo to be the entity that holds the ▇▇▇▇▇▇▇ Pass Project as the separate business in connection with any Separation Transaction. If the Corporation has not completed the Separation Transaction by the Separation Outside Date, the Corporation agrees to not proceed with any Separation Transaction without the Investor's prior written consent.
Separation Transaction. The Administrative Agent shall have received an officer’s certificate certifying that the Separation Transaction has been consummated or substantially simultaneously with the initial Credit Extension to be made on the Closing Date shall be consummated.
Separation Transaction. For the avoidance of doubt, from and after the Separation Closing Date, the covenants, Events of Default and other provisions of this Indenture and the Notes shall no longer apply to LGEC and its Restricted Subsidiaries (including the Initial Issuer), as applicable, and shall apply only to StudioCo Parent and its Restricted Subsidiaries (including the Successor Issuer), as applicable. Upon consummation of the Separation Transaction and entry into the Successor Issuer Supplemental Indenture, the Initial Issuer shall be automatically and unconditionally released and discharged from all obligations under the Indenture and the Notes without any further action by any Holder or any other person. Furthermore, any Person who becomes a beneficial owner of the Notes, on behalf of itself and its predecessors, successors, assigns, agents, subsidiaries, controlled Affiliates and representatives, automatically and irrevocably and forever agrees to be bound by the terms of Sections 4 and 13 of that certain Supplemental Indenture No. 10, dated as of May 8, 2024 to the LGCH Indenture (the “LGCH Supplemental Indenture”) to the same extent as if such person were a Consenting Noteholder (as defined therein).
Separation Transaction. All of the conditions to the obligations of each Party to consummate the Separation shall have been satisfied, other than the Closing, which shall include a valuation of SpinCo and the assets underlying the Separation.
Separation Transaction. On the terms and subject to the conditions to be set forth in the Separation Agreement, immediately following the Closing, Blackstone (directly and through its Subsidiaries and Affiliates) shall cause the Separation Transaction to be effected in accordance with the terms of such Separation Agreement.
Separation Transaction. ListCo shall take and cause to be taken all actions necessary so that the Separation shall be consummated on the Closing Date, immediately after the Effective Time, or on a later date, as mutually agreed by the Parties. Upon consummation of the Separation, except as set forth in Schedule 5.25, neither ListCo nor the Surviving Entity shall have any obligations or liabilities, contingent or otherwise, relating to SpinCo and shall have no affiliation with any Subsidiaries or ListCo other than the Surviving Entity. During the Interim Period, any waiver, amendment, termination, or other material decision with respect to the Separation which could impact ListCo after the Closing shall be determined by the ListCo Board.