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Splitco Sample Clauses

Splitco. At or prior to the Closing, SplitCo will deliver or cause to be delivered to Liberty Media: (i) the Tax Sharing Agreement duly executed by an authorized officer of SplitCo; (ii) the Services Agreement duly executed by an authorized officer of SplitCo; (iii) the Facilities Sharing Agreement duly executed by an authorized officer of SplitCo; (iv) each Aircraft Time Sharing Agreement duly executed by an authorized officer of SplitCo; (v) the Registration Rights Agreement duly executed by an authorized officer of SplitCo; (vi) the Restructuring Agreements duly executed by an authorized officer of SplitCo or other applicable SplitCo Entity; (vii) the SplitCo Charter, duly executed by an authorized officer of SxxxxXx and as filed with the Secretary of State of the State of Nevada; (viii) a secretary’s certificate certifying that the SplitCo Board has authorized the execution, delivery and performance by SplitCo of this Agreement, the Restructuring Agreements and the Other Agreements, which authorizations will be in full force and effect at and as of the Closing; and (ix) such other documents and instruments as Liberty Media may reasonably request.
Sample 1Sample 2Sample 3See All (6)
Splitco. Any Taxes and Tax Items of Splitco and the GLIB Subsidiaries attributable to any Tax Year (or portion thereof) ending at or before the Effective Time shall be allocated to Splitco.
Sample 1Sample 2Sample 3See All (5)
Splitco. At the Closing, Splitco will deliver or cause to be delivered to LGP: (i) the Tax Sharing Agreement duly executed by an authorized officer of Splitco; (ii) the Services Agreement duly executed by an authorized officer of Splitco; (iii) the Facilities Sharing Agreement duly executed by an authorized officer of LiLAC Communications; (iv) the Sublease duly executed by an authorized officer of LiLAC Communications; (v) a secretary’s certificate certifying that the Splitco Board has authorized the execution, delivery and performance by Splitco of this Agreement, the Restructuring Agreements and the Other Agreements, which authorizations will be in full force and effect at and as of the Closing; and (vi) such other documents and instruments as LGP may reasonably request.
Sample 1Sample 2Sample 3See All (4)
Splitco. At the Closing, Splitco will deliver or cause to be delivered to FNF: (i) the Tax Matters Agreement duly executed by an authorized officer of Splitco; (ii) the Corporate Services Agreement duly executed by an authorized officer of Splitco; (iii) the Registration Rights Agreement(s) duly executed by an authorized officer of Splitco; (iv) the Voting Agreement duly executed by an authorized officer of Splitco; (v) the amended and restated certificate of incorporation of Splitco, substantially in the form attached as Exhibit A hereto, duly executed by an authorized officer of Splitco; (vi) the amended and restated bylaws of Splitco, substantially in the form attached as Exhibit B hereto, duly adopted by Splitco; and (vii) such other documents and instruments as FNF may reasonably request.
Sample 1Sample 2
Splitco. At the Closing, Splitco will deliver or cause to be delivered to LMC: (i) the Tax Sharing Agreement duly executed by an authorized officer of Splitco; (ii) the Services Agreement duly executed by an authorized officer of Splitco; (iii) the Facilities Sharing Agreement duly executed by an authorized officer of Liberty Property Holdings, Inc. (a Subsidiary of Splitco); (iv) each Aircraft Time Sharing Agreement duly executed by an authorized officer of Splitco; (v) a secretary’s certificate certifying that the Splitco Board has authorized the execution, delivery and performance by Splitco of this Agreement, the Restructuring Agreements and the Other Agreements, which authorizations will be in full force and effect at and as of the Closing; and (vi) such other documents and instruments as LMC may reasonably request.
Sample 1Sample 2
Splitco. At the Closing, Splitco will deliver or cause to be delivered to LIC: (i) the Tax Sharing Agreement duly executed by an authorized officer of Splitco; (ii) the Services Agreement duly executed by an authorized officer of Splitco; (iii) the Facilities Sharing Agreement duly executed by an authorized officer of Splitco; (iv) each Aircraft Time Sharing Agreement duly executed by an authorized officer of Splitco; (v) the Margin Loan Agreement duly executed by Splitco, a newly-formed, wholly-owned special purpose subsidiary of Splitco and the financial counterparties thereto; (vi) the amended and restated certificate of incorporation of Splitco, substantially in the form attached as Exhibit A to the Transaction Agreement, duly executed by an authorized officer of Splitco; (vii) the amended and restated bylaws of Splitco, substantially in the form attached as Exhibit B to the Transaction Agreement, duly adopted by Splitco; (viii) the Xxxxxx Assignment, substantially in the form of Exhibit C to the Transaction Agreement, duly executed by an authorized officer of Splitco; (ix) the Governance Agreement Assignment, substantially in the form of Exhibit E to the Transaction Agreement, duly executed by an authorized officer of Splitco; (x) the Stockholders Agreement Assignment, substantially in the form of Exhibit F to the Transaction Agreement, duly executed by an authorized officer of Splitco; (xi) the Stockholders Agreement Amendment, substantially in the form of Exhibit G to the Transaction Agreement, duly executed by an authorized officer of Splitco; (xii) a secretary’s certificate certifying that the Splitco Board has authorized the execution, delivery and performance by Splitco of this Agreement, the Restructuring Agreements and the Other Agreements, which authorizations will be in full force and effect at and as of the Closing; and (xiii) such other documents and instruments as LIC may reasonably request.
Sample 1Sample 2
Splitco. At or prior to the Closing, SplitCo will deliver or cause to be delivered to Liberty Media: (i) the Tax Sharing Agreement duly executed by an authorized officer of SplitCo; (ii) the Restructuring Agreements duly executed by an authorized officer of SplitCo or other applicable SplitCo Entity; (iii) the SplitCo Charter, duly executed by an authorized officer of SxxxxXx and filed with the Secretary of State of the State of Delaware; (iv) a secretary’s certificate certifying that the SplitCo Board has authorized the execution, delivery and performance by SplitCo of this Agreement, the Restructuring Agreements and the Tax Sharing Agreement, which authorizations will be in full force and effect at and as of the Closing; and (v) such other documents and instruments as Liberty Media may reasonably request.
Sample 1
Splitco. (a) As of the Closing, SplitCo’s authorized capital stock will consist of 1,000 shares of SplitCo Common Stock. Parent will, as of the Closing, own all of the issued and outstanding shares of SplitCo beneficially and of record, free and clear of all Liens and Restrictions and will have the right to transfer the SplitCo Shares to Xxxxxxx LLC. There will, as of the Closing, be no shares of capital stock of SplitCo issued or outstanding other than the SplitCo Shares. Upon delivery to Xxxxxxx LLC of the certificates representing the SplitCo Shares, at the Closing, Xxxxxxx LLC will acquire good and valid title to such shares, free and clear of all Liens and Restrictions other than Liens and Restrictions created by Xxxxxxx, Xxxxxxx LLC or any of their Subsidiaries. SplitCo will, as of the Closing, be the sole member of, and own all of the issued and outstanding membership interests (the “SplitCo Sub Interests”) of, SplitCo Sub, beneficially and of record, free and clear of all Liens and Restrictions other than Liens and Restrictions created by Xxxxxxx, Xxxxxxx LLC or any of their Subsidiaries. (b) As of the Closing, all of the SplitCo Shares and the SplitCo Sub Interests shall be duly authorized, validly issued, fully paid and nonassessable, and not issued in violation of any preemptive or similar rights. As of the Closing, there shall be no outstanding subscriptions, options, warrants, puts, calls, agreements or other rights of any type or other securities (i) requiring the issuance, sale, transfer, repurchase, redemption or other acquisition of any shares of capital stock of SplitCo or equity interests in SplitCo Sub, (ii) restricting the transfer of any shares of capital stock of SplitCo or equity interests in SplitCo Sub, or (iii) relating to the voting of any shares of capital stock of SplitCo or equity interests in SplitCo Sub. As of the Closing, there shall be no issued or outstanding bonds, debentures, notes or other Indebtedness of SplitCo or SplitCo Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), upon the happening of a certain event or otherwise, on any matters on which the equity holders of SplitCo or SplitCo Sub may vote. (c) As of the date of its formation, each of SplitCo and SplitCo Sub will have no assets, other than the capital contribution with which it was incorporated, and no Indebtedness. As of the Closing (and after giving effect to the Transactions), (i) the assets of SplitCo (...
Sample 1

Related to Splitco

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Effective Time Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Capital Stock of Merger Sub Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

  • Company Stock Plans (a) Each option to purchase Company Common Stock (“Company Stock Options”) granted under any stock option plans or other equity-related plans of the Company (the “Company Stock Plans”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall become fully vested and be cancelled as of immediately prior to the Effective Time (without regard to the exercise price of such Company Stock Option) in exchange for the right to receive at the Effective Time, in accordance with this Section 2.9, a lump sum cash payment in the amount of the Option Consideration (as defined below), if any, with respect to such Company Stock Option. (b) Each holder of a Company Stock Option shall receive from the Purchaser or the Parent, in respect and in consideration of each Company Stock Option so cancelled, promptly following the Effective Time (but in any event not later than 10 Business Days), an amount (net of applicable taxes) equal to the product of (i) the excess, if any, of (A) the Merger Consideration per share of Company Common Stock over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the total number of shares of Company Common Stock subject to such Company Stock Option (whether or not then vested or exercisable), without any interest thereon (the “Option Consideration”). In the event that the exercise price of any Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be cancelled, without any consideration being payable in respect thereof, and have no further force or effect. (c) As soon as practicable following the execution of this Agreement, the Company shall mail to each Person who is a holder of Company Stock Options a letter describing the treatment of and payment for such Company Stock Options pursuant to this Section 2.9 and providing instructions for use in obtaining payment for such Company Stock Options, which letter shall be subject to the Parent’s prior review and comment. The Parent shall at all times from and after the Effective Time maintain sufficient liquid funds to satisfy its obligations to holders of Company Stock Options pursuant to this Section 2.9. (d) Each Restricted Share granted pursuant to the Company Stock Plans outstanding immediately prior to the Effective Time shall become fully vested and free of any vesting or other lapse restrictions immediately prior to the Effective Time. (e) If the Effective Time occurs on or before the “Exercise Date” relating to the applicable “Plan Period” in effect as of the date of this Agreement (as such terms are defined in the Company ESPP) and there are “Options” (as defined in the Company ESPP) then outstanding with respect to such Plan Period, the Company Board shall, prior to such Effective Time, take such actions as are necessary to provide that all outstanding Options shall be cancelled as of the Closing Date, provided that notice of such cancellation shall be given to each holder of an Option, and to the extent that such holder does not elect to withdraw his or her participation in the Company ESPP prior to the Effective Time, then such Option shall be deemed to have been exercised in full on the Closing Date based on payroll deductions then credited to his or her account as of a date determined by the Company Board, which date shall not be less than ten (10) days preceding the Closing Date. The Company Board shall terminate the Company ESPP prior to the Effective Time. No new “Plan Period” shall commence after the date of this Agreement. As used in this Agreement, “Company ESPP” means the Company’s Restated 1999 Employee Stock Purchase Plan. (f) As of the Effective Time, the Company Stock Plans shall terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company shall be cancelled.

  • WSIB & LTD An Employee who is receiving benefits under the Workplace Safety and Insurance Act, or under an LTD plan, is not entitled to benefits under a school board’s sick leave and short-term disability plan for the same condition unless the employee is on a graduated return to work program then WSIB/LTD remains the first payor. For clarity, where an employee is receiving partial benefits under WSIB/LTD, they may be entitled to receive benefits under the sick leave plan, subject to the circumstances of the specific situation. During the interim period from the date of the injury/incident or illness to the date of the approval by the WSIB/LTD of the claim, the employee may access sick leave and short-term leave and disability coverage. A reconciliation of sick leave deductions made and payments provided, will be undertaken by the school board once the WSIB/LTD has adjudicated and approved the claim. In the event that the WSIB/LTD does not approve the claim, the school board shall deal with the absence consistent with the terms of the sick leave and short-term leave and disability plans.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Most Referenced Clauses

Most Referenced Definitions