Spinoff. The parties hereto acknowledge and agree that (a) notwithstanding the fact that the Spinoff will be consummated substantially contemporaneously with, but subsequent to, the Funding Date, upon the consummation of the Spinoff, the Spinoff shall be deemed for all purposes hereunder to have occurred simultaneously with the initial funding hereunder on the Funding Date, (b) notwithstanding anything set forth herein or in any other Loan Document, the Spinoff is expressly permitted hereunder and (c) nothing set forth herein or in any other Loan Document shall limit the Parent Borrower’s ability to consummate the Spinoff and the transactions contemplated thereby.
Spinoff. Prior to the Closing Date, GBGC intends to dividend, distribute or otherwise dispose of certain of its assets and related liabilities not related to the golf center business to either Seller or a newly-formed Subsidiary of Seller ("Newco") as more fully described on Schedule 5.2 (the "Spin-Off").
Spinoff. Sellers shall cause the Company and its Board of Directors to pass such resolutions as may be necessary to set a record date for a spinoff of Pegasus which shall be no later than October 15, 2006 and to authorize a spinoff of Pegasus to the shareholders of the Company in accordance with SEC Staff Legal Bulletin No. 4 dated September 16, 1997 and such other laws and regulations as may be applicable to such transaction (the "Spinoff").
Spinoff. The Spinoff Dividend may be declared pursuant to Section 6.22 of this Agreement or the Final Confirmation Order shall have been entered confirming the Prepackaged Plan.
Spinoff. The Spinoff shall have occurred or shall be expected to occur simultaneously with or after the Merger and Parent shall have reasonably determined in good faith that the Spinoff will not result in any material Tax Liability (which is to be a Liability of the Parent California Subsidiary after the Spinoff pursuant to the terms of the Spinoff Agreement).
Spinoff. Parent and the Company shall consummate the Spinoff on or before the Closing. The closing of the Spinoff shall be an express condition to the closing of the Merger.
Spinoff. The Spinoff shall have been consummated in compliance in all material respects with the Exchange Act and any other applicable federal or state securities laws or regulations.
Spinoff. In the event of a Spinoff, the Purchase Price of the Warrants in effect immediately prior to the Spinoff Calculation Date shall be adjusted, effective on the Spinoff Calculation Date, by multiplying the Purchase Price of the Warrants in effect immediately prior to the Spinoff Calculation Date by the Market Capitalization Percentage of the Company, calculated as of the Spinoff Calculation Date.
Spinoff. Subject to the terms of Section 1.13, NBYS shall have contributed all of the tangible pre-Closing assets and intellectual property rights of NBYS to the NBYS Stockholders and the NBYS Stockholders shall have assumed all of the pre-Closing liabilities of NBYS of any kind whatsoever in excess of $100,000 immediately following the Closing (the “Spinoff”). The Spinoff, which will occur immediately following the Closing, will be effected in compliance with all applicable laws, including without limitation, the applicable provisions of the NRS and any other applicable state and federal laws. The consummation of the Spinoff will not require any consent, release, waiver or approval that would adversely affect NBYS. The consummation of the Spinoff will not give rise to or trigger the application of any right of any third party that has not been waived by such party in a writing signed by it. The consummation of the Spinoff will not conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of (a) any provision of the Articles of Incorporation or Bylaws of NBYS; (b) any note, bond, lease, mortgage, indenture, license, franchise, permit, agreement, contract or other instrument or obligation (whether oral or written) to which NBYS is or was a party or by which NBYS is or was bound; or (c) any federal, state, local or foreign statute, law concession, grant, franchise, permit or other governmental authorization or approval applicable to NBYS. 2.
Spinoff. The proposed distribution of the stock of Acuity Specialty Products Group, Inc. to the stockholders of Acuity Brands, Inc.”
