Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, the Parent will have no material liabilities, contingent or otherwise in any way related to its pre-Effective Time business operations.
Appears in 9 contracts
Samples: Agreement and Plan of Merger and Reorganization (WaferGen Bio-Systems, Inc.), Agreement and Plan of Merger and Reorganization (Foothills Resources Inc), Agreement and Plan of Merger And (Cromwell Uranium Corp.)
Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement and the General Release Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement and the General Release Agreement, the Parent will have no material liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time business operationsoperations or to the Split-Off Subsidiary.
Appears in 7 contracts
Samples: Agreement and Plan of Merger and Reorganization (Miramar Labs, Inc.), Agreement and Plan of Merger and Reorganization (ViewRay, Inc.), Agreement and Plan of Merger and Reorganization (Miramar Labs, Inc.)
Split-Off. As of Immediately after the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, without giving effect to the Merger, the Parent will have no material liabilities, contingent or otherwise otherwise, of any kind whatsoever, including but not limited to liabilities in any way related to its pre-Effective Time business operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Organovo Holdings, Inc.), Agreement and Plan of Merger (Invivo Therapeutics Holdings Corp.), Agreement and Plan of Merger and Reorganization (Invivo Therapeutics Holdings Corp.)
Split-Off. (a) As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement and the General Release Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement and the General Release Agreement, the Parent will have no material liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time business operationsoperations or to the Split-Off Subsidiary.
Appears in 2 contracts
Samples: Acquisition Agreement, Acquisition Agreement (Marika Inc.)
Split-Off. As of At the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, without giving effect to the Merger, the Parent will have no material liabilities, contingent or otherwise otherwise, of any kind whatsoever, including but not limited to liabilities in any way related to its pre-Effective Time business operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Lifeapps Digital Media Inc.), Agreement and Plan of Merger and Reorganization (Boldface Group, Inc.)
Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, the Parent will have no material liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time business operationsoperations or to the Split-Off Subsidiary.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mesa Energy Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Nevada Gold Holdings, Inc.)
Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions Split-Off Transaction contemplated by the Split-Off Agreement and the General Release Agreement. Upon the closing of the transactions Split-Off Transaction contemplated by the Split-Off Agreement and the General Release Agreement, the Parent will have no material liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time existence, actions and/or business operationsoperations or to the Split-Off Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tyme Technologies, Inc.)
Split-Off. As Immediately prior to the Closing Date of the Effective TimeMerger, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, the Parent will have no material liabilities, contingent or otherwise in any way related to its pre-Effective Time business operationsotherwise.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (22nd Century Group, Inc.)
Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, the Parent will have no material liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time business operationsoperations or to LLC.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Modigene Inc.)
Split-Off. As of Immediately after the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, without giving effect to the Merger, the Parent will have no material liabilities, contingent or otherwise otherwise, of any kind whatsoever, including but not limited to liabilities in any way related to its pre-Effective Time business operations.. 3.28
Appears in 1 contract
Samples: HTM Merger Agreement
Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement and the General Release Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement and the General Release Agreement, the Parent will have no material liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time business operations, the Split-Off Subsidiary or the Split-Off Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Neurotrope, Inc.)
Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, the Parent will have no material liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time business operationsoperations or to Split-Off Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Crownbutte Wind Power, Inc.)
Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, the Parent will have no material liabilities other than nominal liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time business operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Anvex International, Inc.)
Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, the Parent will have no material liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time business operationsoperations or to Media.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (UFood Restaurant Group, Inc.)
Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, the Parent will have no material liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time business operationsoperations or to Leaseco.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Kentucky USA Energy, Inc.)
Split-Off. As of Immediately after the Effective Time, the Parent will have discontinued discontinue all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement and the General Release Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement and the General Release Agreement, the Parent will have no material liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time business operationsoperations or to the Split-Off Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Valeritas Holdings Inc.)
Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, the Parent will have no material liabilities other than nominal liabilities, contingent or otherwise otherwise, in any way related to its pre-Effective Time business operations. The Split-Off will be a tax-free transaction to the Parent and the Split-Off Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Visual Network Design, Inc.)
