Common use of Sole and Absolute Discretion; Cooperation Clause in Contracts

Sole and Absolute Discretion; Cooperation. (a) Encompass shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Encompass may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Encompass’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. (b) Enhabit shall cooperate with Encompass to accomplish the Distribution and shall, at Encompass’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of Enhabit Shares on the Form 10. Encompass shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Encompass. Enhabit and Encompass, as the case may be, will provide to the Distribution Agent any information required in order to complete the Distribution.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Encompass Health Corp), Separation and Distribution Agreement (Enhabit, Inc.), Separation and Distribution Agreement (Enhabit, Inc.)

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Sole and Absolute Discretion; Cooperation. (a) Encompass AWI shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Encompass AWI may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit EncompassAWI’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. (b) Enhabit AFI shall cooperate with Encompass AWI to accomplish the Distribution and shall, at EncompassAWI’s direction, promptly take any and all actions that AWI or AFI determines to be necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of Enhabit AFI Shares on the Form 10. Encompass AWI shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange distribution agent and financial, legal, accounting and other advisors for EncompassAWI. Enhabit AFI and EncompassAWI, as the case may be, will provide to the Distribution Agent any information required in order to complete the Distribution.

Appears in 2 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Armstrong World Industries Inc)

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Sole and Absolute Discretion; Cooperation. (a) Encompass SYNNEX shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Encompass SYNNEX may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit EncompassSYNNEX’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. (b) Enhabit Concentrix shall cooperate with Encompass SYNNEX to accomplish the Distribution and shall, at EncompassSYNNEX’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of Enhabit Concentrix Shares on the Form 10. Encompass SYNNEX shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Encompassadvisors. Enhabit Concentrix and Encompass, as the case may be, SYNNEX will provide to the Distribution Agent any information required in order to complete the Distribution.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Concentrix Corp), Separation and Distribution Agreement (Concentrix Corp)

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