Spin-Off Transaction. The Company shall form, organize and incorporate NewCo in the state of New York, and the articles or certificate of incorporation and bylaws of NewCo shall be in form and substance reasonably satisfactory to APP. Except for consummating the Spin-Off Transaction, NewCo shall not commence business until the Closing Date. On or prior to the Closing, the Company shall take all actions and execute all documents, agreements or instruments necessary pursuant to and in compliance with applicable law to effect the Spin-Off Transaction, including without limitation, the following: Prior to the Closing, the Company shall transfer to NewCo good, valid and marketable title to all of the Company's right, title and interest in and to the Employee Benefit Plans, all contracts and agreements and other assets listed on the Disclosure Schedules (to be delivered by the Company prior to Closing, which schedule will be subject to the approval of APP, which approval shall not be unreasonably withheld) which by law either cannot be acquired or cannot be used by APP because they relate to the practice of medicine or radiology, and shall contribute to NewCo such other consideration and assets of the Company as may be required under applicable law, in exchange for the issuance by NewCo of shares of NewCo Common Stock, such shares being all of the issued and outstanding shares of NewCo Common Stock. The Company shall then distribute the shares of NewCo Common Stock to the Stockholders in proportion to their respective ownership interest in the Company.
Spin-Off Transaction. (a) Prior to Closing, (i) the Partnership shall take, or cause its Subsidiaries to take, such actions as are necessary to form SpinCo and (if SpinCo is a limited partnership) the general partner of SpinCo (“SpinCo GP”) and (ii) the Partnership, the Partnership GP, SpinCo and (if SpinCo is a limited partnership) SpinCo GP shall enter into a Separation and Distribution Agreement in substantially the form attached as Annex A (subject to Section 7.17(b)(ii), the “Separation Agreement”), pursuant to which, on the terms and conditions set forth therein, (A) the Partnership will contribute, transfer, assign, convey and deliver all of its direct or indirect right, title and interest in and to the Transferred Assets (as defined in the Separation Agreement) (the “Transferred Assets”) to SpinCo, and SpinCo shall accept, assume and agree faithfully to perform, discharge and fulfill the Assumed Liabilities (as defined in the Separation Agreement) (the “Separation”), and (B) the Partnership will effect a distribution of SpinCo Common Units representing a 100% limited partnership or limited liability company interest in SpinCo to the Partnership Unitholders pursuant to a special distribution (the “Distribution” and, together with the Separation, the “Spin-Off Transaction”).
Spin-Off Transaction. For purposes of establishing a separate entity to operate what is now Target’s Access and Digital Home businesses, as such businesses are more particularly described in Schedule 6.10 (collectively, the “Excluded Business”), and ensuring that such Excluded Business will not be part of the business of the Surviving Corporation after the Effective Time, prior to the Closing:
Spin-Off Transaction. (i) SpinCo shall have been formed in accordance with Section 6.10, (ii) each of Target, the applicable Subsidiaries of Target, Acquiror and SpinCo shall have executed and delivered the Spin-Off Documentation to which it is a party, and (iii) the Spin-Off Transaction shall have been consummated.
Spin-Off Transaction. (i) In the good faith judgment of Administrative Agent, there shall not exist (A) any order, decree, judgment, ruling or injunction which would materially and adversely affect any aspect of the Spin-Off Transaction, or any portion thereof, or the transactions hereunder in the manner contemplated hereunder, and (b) any pending or, to the knowledge of Company or to Administrative Agent, threatened action, suit, investigation or other arbitral, administrative or judicial proceeding, which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or materially and adversely affect any aspect of the Spin-Off Transaction.
Spin-Off Transaction. The Purchaser shall take and cause to be taken all actions necessary so that the Spin-Off Transaction shall be consummated on the Closing Date immediately following the Closing. Upon the closing of the Transaction and the Spin-Off Transaction, neither the Purchaser nor any Target Company shall have any obligations or liabilities, contingent or otherwise, relating to the Subsidiaries of the Purchaser as of the date hereof and prior to the Closing and shall have no affiliation with such Subsidiaries.
Spin-Off Transaction. The Company shall have consummated the Spin-Off Transaction prior to the Closing.
Spin-Off Transaction. Each Stockholder hereby agrees that, if the Company engages in a Spin-Off of one of the Businesses in which the Stockholders receive capital stock on a pro rata basis with all other Stockholders in such spun-off entity, each Stockholder will, if requested by the Requisite Principal Investors, execute and deliver agreements with respect to such Stockholder’s shares (including shares issuable upon the exercise, conversion or exchange of any options, warrants or convertible securities) in the spun-off entity containing terms and conditions substantially similar to this Agreement, and/or such other agreements as the Requisite Principal Investors approve and enter into; provided that (a) the holders of Management Shares shall not be bound by any term or provision of such agreement that would (i) if proposed as an Amendment (other than a Specified Amendment) to this Agreement, require the consent of the Management Representative under Section 10.2(b), unless such term or provision is consented to by the Management Representative, or (ii) if proposed as a Specified Amendment, require the consent of a Majority in Interest of the Management Shares under Section 10.2(b), unless such term or provision is consented to by a Majority in Interest of the Management Shares, and (b) the holders of Other Investor Shares shall not be bound by any term or provision of such agreement that would, if proposed as an Amendment to this Agreement, require the consent of a Majority in Interest of the Other Investor Shares under Section 10.2(c), unless such term or provision is consented to by a Majority in Interest of the Other Investor Shares (it being understood that, for purposes of this provision, the reference to the Management Representative shall be deemed to be a reference to the Management Representative of such spun-off entity, and the references to Management Shares and Other Investor Shares shall be deemed to be references to the equivalent shares in the spun-off entity).
Spin-Off Transaction. All of the conditions to the obligations of each party to consummate the Spin-off Transaction described in the Spin-off Agreement shall have been satisfied.
Spin-Off Transaction. (a) The issuance, sale and delivery of any securities, whether of the Company or a subsidiary of the Company, or any affiliate of the Company or any such subsidiary, whether or not in existence as of the date of this Agreement, directly or indirectly in connection with the Spin Off Transaction, including but not limited to the sale of securities of CarePlus Holdings, LLLP and CPHP Holdings, Inc. by the Company, have been duly authorized by all necessary corporate action on the part of the Company, and such securities, when so issued, sold and delivered against payment therefor will be duly and validly issued, fully paid and nonassessable. Furthermore, all such securities have been offered, issued and sold by the Company or a subsidiary of the Company, or any affiliate of the Company, in compliance with applicable federal and state securities laws.
