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”).
(b) Prior to the Effective Time, subject to the terms and conditions of the Separation Agreement, the Partnership shall use its reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Spin-Off Transaction and the other transactions contemplated by the Separation Agreement, in coordination with the Closing. Subject to Section 7.17, without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned), none of Partnership, Partnership GP, SpinCo or (if SpinCo is a limited partnership) SpinCo GP shall (i) terminate the Separation Agreement or (ii) amend or waive any provision of the Separation Agreement in a manner that is materially adverse to the Partnership, Partnership GP or Parent or any of its Affiliates or that would prevent or materially impede the consummation of the Merger.
(c) The Partnership will, and will cause the Spin-Off Companies, to file with the SEC a Form 10 with respect to the Spin-Off Transaction as soon as practical following the date of this Agreement. The Partnership will, an...
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.
(ii) American Express Company and Company shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the Spin-Off Transaction, and each portion thereof, and the other transactions contemplated hereby without the occurrence of any material default under, material conflict with or material violation of (A) any applicable laws or approvals, consents and waivers from any Government Authority, or (B) any agreement, document or instrument to which Company or any of its Subsidiaries is a party or by which any of them or their properties or their businesses are bound, and all applicable waiting periods shall have expired without any action being taken by any Government Authority that could restrain, prevent or impose any material adverse conditions on Company and its Subsidiaries or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent would have such effect.
(iii) The Spin-Off Transaction shall have been consummated substantially consistent with the description set forth in the Form 10 and in accordance with the terms of the Spin-Off Transaction Documents and the Form 10, which Spin-Off Transaction Documents shall not have been materially altered, amended or otherwise changed or supplemented or any condition therein waived in any manner which would materially adversely affect the Lenders without the prior written consent of the Lenders, and in compliance with all applicable laws and regulations or approvals, consents and waivers from any Government Authority.
(iv) Company shall have delivered to Administrative Agent an Officer’s Certificate in form and substance reasonably satisfactory to Admini...
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:
(a) Target shall form a company (“SpinCo”) as its wholly-owned subsidiary pursuant to organizational documents substantially in the form attached hereto as Exhibit F;
(b) Target, the applicable Subsidiaries of Target, and SpinCo shall enter into an Asset Transfer Agreement substantially in the form attached hereto as Exhibit G; and
(c) SpinCo, the Surviving Corporation and, as applicable, Acquiror shall enter into a License Agreement and a Transition Services Agreement substantially in the form attached hereto as Exhibits H-1 and H-2, respectively, each of which will take effect at the Effective Time (the “Spin Effective Time) and be subject to consummation of the Merger. The agreements and other documents referred to in the foregoing Subsections (a), (b) and (c) of this Section 6.10 shall be referred to collectively as the “Spin-Off Documentation”. The parties hereto shall cooperate reasonably with each other and with the respective Representatives of the other parties in connection with any documents to be executed or other actions to be taken as may be necessary or advisable for purposes of consummating the Spin-Off Transaction.
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. (a) Within three (3) Business Days following the Closing Date, the Borrower shall have effected the Spin-Off Transaction.
(b) Within three (3) Business Days following the Closing Date, the Administrative Agent shall have received a copy of each PropCo Master Lease duly executed by the parties thereto and an officer’s certificate of the Borrower certifying that (i) the Spin-Off Transaction has been effected and (ii) each PropCo Master Lease is in full force and effect as of such date of delivery.
Spin-Off Transaction. The Purchaser and the Purchasing Representative 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 any Purchaser Entity as of the date hereof and immediately prior to the Closing and shall have no affiliation with any Purchaser Subsidiaries.
Spin-Off Transaction. (a) Promptly following execution of this Agreement, and in any case within 7 business days thereafter, Seller will deposit with the Registry the Spin-Off Project. The Spin-Off Project shall provide that there are no Liabilities related to the Spontania Business other than the Assumed Employee Liabilities, that no Identified Creditor will become a creditor of Newco, and that after the execution of the Spin-Off Transaction, (i) Newco will be organized as a new entity; (ii) the Spontania Assets will be transferred to Newco, free and clear of all Liabilities and Encumbrances except the Assumed Spontania Liabilities; (iii) Newco will assume the Assumed Spontania Liabilities (and none others); (iv) the Seller Employees identified by Purchaser and who accept employment with Newco will no longer be Seller Employees but will be Newco Employees; and (v) all of the Shares will be held by Seller.
(b) After the presentation of the Spin-off Project to the Registrar, Seller shall make such filings and notifications as appropriate under Spanish Law related to the Spin-Off Transaction, including notification to creditors by publication. In the event that, during such notification process, (i) any Identified Creditor listed in the Spin-Off Project timely objects to the Spin-Off Transaction because it determines it will be less secure following such Spin-Off Transaction or (ii) any additional third party (or parties) who is not listed in the Spin-Off Project or Public Deed or related process asserts it is a creditor of Seller (each such creditor in (i) or (ii), an “Objecting Creditor”), then the following shall apply:
(i) Seller will have a period of thirty days following receipt of any notice from an Objecting Creditor to work in good faith to resolve the dispute raised by such Objecting Creditor and to obtain resolution of the Objecting Creditor’s claim. If Seller and an Objecting Creditor agree upon an amount to settle the Objecting Creditor’s claim (in each case, an “Agreed Amount”), then Seller shall pay such Objecting Creditor the Agreed Amount directly or, if Seller notifies Purchaser that Seller does not have sufficient resources to pay such amount, then Purchaser may elect to pay such Objecting Creditor the Agreed Amount (in each case of payment by Purchaser, a “Direct Creditor Payment”), which shall reduce the Purchase Price. All Direct Creditor Payments to be made hereunder shall be paid at Closing, subject to the other terms and conditions of this Agreement and s...
Spin-Off Transaction. Prior to the Closing, the Company shall incorporate a Delaware corporation as a wholly-owned subsidiary of the Company (“Spin-Co”), and upon and simultaneous with the Closing, the Company and Spin-Co shall enter into and consummate the transactions contemplated by the Contribution Agreement in the form attached hereto as Exhibit H the final form of which shall be reasonably acceptable to the Parent (the “Contribution Agreement”), pursuant to which the Company shall contribute the Brachytherapy Assets to Spin-Co in exchange for capital stock of Spin-Co and Spin-Co shall assume the Brachytherapy Liabilities and Brachytherapy Contracts, and the Company shall issue a dividend of the capital stock of Spin-Co to each holder of a share of Company Capital Stock as set forth in the Contribution Agreement (the “Spin-off Transaction”). In connection with the Spin-off Transaction, upon and simultaneous with the Closing, the Parent shall make the Spin-Co Investments pursuant to a Stock Purchase Agreement in substantially the form attached hereto as Exhibit N (the “Parent Investment Agreement”).
Spin-Off Transaction. The Company and Spin-Co shall have consummated the Spin-Off Transaction.
