Spin-Off Covenant Sample Clauses
A Spin-Off Covenant is a contractual provision that governs the process and conditions under which a company may separate a portion of its business into a new, independent entity. This clause typically outlines the requirements for board approval, notification to stakeholders, and the allocation of assets and liabilities between the original company and the spun-off entity. By establishing clear procedures and responsibilities, the Spin-Off Covenant helps prevent disputes and ensures a smooth transition during corporate restructuring, ultimately protecting the interests of both the parent company and its shareholders.
Spin-Off Covenant. Agribrands shall have satisfied its post spin-off covenant to ▇▇▇▇▇▇▇ Purina by delivering to ▇▇▇▇▇▇▇ Purina (i) an opinion of tax counsel in form and substance satisfactory to ▇▇▇▇▇▇▇ Purina (which opinion shall recite that it may be relied upon by Ralcorp) or (ii) a supplemental ruling from the IRS that the transactions contemplated by this Agreement would not cause Agribrands' spin-off from ▇▇▇▇▇▇▇ Purina to be a taxable transaction.
Spin-Off Covenant. 44 9.1.8. Tax Opinion. 45 9.1.9. Dissenting Shares. 45 9.1.10. Holding Company Acts. 45 9.2. Conditions to Obligations of Agribrands. 45 9.2.1. Ralcorp Representations and Warranties. 45 9.2.2. Performance by Ralcorp. 45 9.2.3. No Material Adverse Change. 45 9.2.4. Certificates and Other Deliveries. 46 9.2.5. Opinion of Ralcorp Counsel. 46 9.3. Conditions to Obligations of Ralcorp. 46 9.3.1. Agribrands Representations and Warranties. 46 9.3.2. Performance by Agribrands. 46 9.3.3. No Material Adverse Change. 46 9.3.4. Certificates and Other Deliveries. 47 9.3.5. Opinion of Agribrands Counsel. 47
Spin-Off Covenant. 44 9.1.8. Tax Opinion. 45 9.1.9. Dissenting Shares. 45 9.1.10. Holding Company Acts. 45 9.2. Conditions to Obligations of Agribrands. 45 9.2.1. Ralcorp Representations and Warranties. 45 9.2.2. Performance by Ralcorp. 45 9.2.3. No Material Adverse Change. 45 9.2.4. Certificates and Other Deliveries. 46 9.2.5. Opinion of Ralcorp Counsel. 46 9.3. Conditions to Obligations of Ralcorp. 46 9.3.1. Agribrands Representations and Warranties. 46 9.3.2. Performance by Agribrands. 46 9.3.3. No Material Adverse Change. 46 9.3.4. Certificates and Other Deliveries. 47 9.3.5. Opinion of Agribrands Counsel. 47