Common use of The Distributions and Other Transactions Clause in Contracts

The Distributions and Other Transactions. (a) Certain Transactions. Prior to the Distribution Date: (i) Covance CAPS shall be merged with and into Covance pursuant to the Certificate of Ownership and Merger between Covance CAPS and Covance and the Certificate of Merger between Covance CAPS and Covance, in substantially the forms attached hereto as Exhibit C, and in accordance with all applicable filing requirements under the Delaware General Corporation Law and the New Jersey Business Corporation Act. As a result of the merger, Covance CAPS will cease to exist and Covance will acquire the assets of Covance CAPS and assume (or take the assets of Covance CAPS subject to) the liabilities of Covance CAPS. (ii) CLSI will contribute to CCL all of CLSI's assets other than the stock of CCL and CLSI's rights under certain agreements that CLSI agrees to transfer pursuant to Section 2.02(i) in exchange for 200,000 additional shares of CCL Common Stock, 1,000 shares of voting preferred stock of CCL and $250,000 in cash from CCL pursuant to (A) the Contribution Agreement between CLSI and CCL, (B) the Liabilities Undertaking between CLSI and CCL (C) the Instrument of Assignment and Assumption between CLSI and CCL and (D) the Xxxx of Sale and Assignment between CLSI and CCL, each in substantially the forms attached hereto as Exhibit A, and in accordance with all applicable filing requirements under the Delaware General Corporation Law. As a result of such transactions, CCL will acquire the assets of CLSI and assume (or take the assets of CLSI subject to) the liabilities of CLSI other than (A) such obligations and liabilities for which either Corning or Covance is responsible under this Agreement or the Ancillary Agreements and (B) any obligations that CCL(MI) assumes pursuant to the following sentence. CCL (MI) shall assume (A) the first $2 million in principal amount of obligations of CLSI owed by CLSI to Corning under the CLSI Revolver and (B) the first $2 million of CLSI's obligations under Section 6.06(a) of the Agreement and Plan of Merger among Corning, Opera Acquisition Corp. and CLSI (then known as Damon Corporation). Following such contributions and assumptions, CLSI shall adopt a plan of liquidation and dissolve pursuant to the Plan of Liquidation and Dissolution of CLSI, substantially in the form attached hereto as Exhibit B, and in accordance with all applicable filing requirements under the Delaware General Corporation Law. As a result of such liquidation and dissolution, CLSI will distribute to Corning its remaining assets, which will consist largely of the capital stock of CCL, and CLSI will cease to exist. (iii) No earlier than one day following the effective date for the transactions described in Section 2.02(a)(ii), CCL will transfer to certain of its subsidiaries the following shares of common stock that CCL will have received from CLSI pursuant to the transactions described in Section 2.02(a)(ii): (A) the shares of common stock of Corning Xxxxxxx Institute, (B) the shares of common stock of Corning Clinical Laboratories Inc. (Mass.) and (C) the shares of common stock of Corning Clinical Laboratories Inc. (MD). (iv) No earlier than three (3) days following the later of the effective dates for the transactions described in Sections 2.02(a)(i), (ii) and (iii), CCL will transfer its Covance Common Stock, its entire interest in Pharmaceutical Laboratory Services, Inc. and its entire interest in Covance Biotechnology Services Inc. to Covance by delivering to Covance stock certificates representing each of CCL's share interests in such companies, accompanied by stock powers duly endorsed by CCL and with all required stock transfer tax stamps affixed. In connection therewith CCL shall deliver to Covance for cancellation the share certificate currently held by it representing Covance Common Stock and Covance shall issue to CCL new certificates representing the total number of newly-issued shares of Covance Common Stock sufficient in number to allow for an orderly and pro rata distribution of such Covance Common Stock to the CCL common shareholders. (v) No earlier than three (3) days following the later of the effective dates for the transactions described in Sections 2.02(a)(i), (ii) and (iii), Corning will transfer its CCL Common Stock and its entire interest in MRL Nucor, Inc. to CCL by delivering to CCL stock certificates representing each of Corning's share interests in CCL and MRL Nucor, Inc., accompanied by stock powers duly endorsed by Corning and with all required stock transfer tax stamps affixed. In connection therewith Corning shall deliver to CCL for cancellation the share certificate then held by it representing CCL Common Stock and shall receive new certificates representing the total number of newly-issued shares of CCL Common Stock sufficient in number to allow for an orderly and pro rata distribution of such CCL Common Stock to the Corning common shareholders.

The Distributions and Other Transactions. (a) Certain Transactions. Prior to the Distribution Date: (i) Covance CAPS CBI shall be merged with and into Covance pursuant to the Certificate of Ownership and Merger between Covance CAPS CBI and Covance and the Certificate of Merger between Covance CAPS CBI and Covance, in substantially the forms attached hereto as Exhibit C, and in accordance with all applicable filing requirements under the Delaware General Corporation Law and the New Jersey Business Corporation Act. As a result of the merger, Covance CAPS CBI will cease to exist and Covance will acquire the assets of Covance CAPS CBI and assume (or take the assets of Covance CAPS CBI subject to) the liabilities of Covance CAPSCBI. (ii) CLSI will contribute to CCL all of CLSI's assets other than the stock of CCL and CLSI's rights under certain agreements that CLSI agrees to transfer pursuant to Section 2.02(i) in exchange for 200,000 additional shares of CCL Common Stock, Stock and 1,000 shares of voting nonvoting preferred stock of CCL and $250,000 in cash from CCL pursuant to (A) the Contribution Agreement between CLSI and CCL, (B) the Liabilities Undertaking between CLSI and CCL (C) the Instrument of Assignment and Assumption between CLSI and CCL and (D) the Xxxx Bill of Sale and Assignment between CLSI and CCL, each in substantially subsxxxxially the forms attached hereto as Exhibit A, and in accordance with all applicable filing requirements under the Delaware General Corporation Law. As a result of such transactions, CCL will acquire the assets of CLSI and assume (or take the assets of CLSI subject to) the liabilities of CLSI other than (A) such obligations and liabilities for which either Corning or Covance is responsible under this Agreement or the Ancillary Agreements and (B) any obligations that CCL(MI) assumes pursuant to the following sentence. CCL (MI) shall assume (A) the first $2 million in principal amount of obligations of CLSI owed by CLSI to Corning under the CLSI Revolver and (B) the first $2 million of CLSI's obligations under Section 6.06(a) of the Agreement and Plan of Merger among Corning, Opera Acquisition Corp. and CLSI (then known as Damon Corporation)Agreements. Following such contributions contribution and assumptionsassumption, CLSI shall adopt a plan of liquidation and dissolve pursuant to the Plan of Liquidation and Dissolution of CLSI, substantially in the form attached hereto as Exhibit B, and in accordance with all applicable filing requirements under the Delaware General Corporation Law. As a result of such liquidation and dissolution, CLSI will distribute to Corning its remaining assets, which will consist largely of the capital stock of CCL, and CLSI will cease to exist. (iii) No earlier than one day following the effective date for the transactions described in Section 2.02(a)(ii), CCL will transfer to certain of its subsidiaries the following shares of common stock that CCL will have received from CLSI pursuant to the transactions described in Section 2.02(a)(ii): (A) the shares of common stock of Corning Xxxxxxx Nichols Institute, (B) the shares of common stock of Corning Clinical Laboratories Inc. (Mass.) and (C) the shares of common stock of Corning Clinical Laboratories Inc. (MD). (iv) No earlier than three (3) days following the later of the effective dates for the transactions described in Sections 2.02(a)(i), (ii) and (iii), CCL will transfer its Covance Common Stock, its entire interest in Pharmaceutical Laboratory Services, Inc. and its entire interest in Covance Biotechnology Services Corning Bio Inc. to Covance by delivering to Covance stock certificates representing each of CCL's share interests in such companies, accompanied by stock powers duly endorsed by CCL and with all required stock transfer tax stamps affixed. In connection therewith CCL shall deliver to Covance for cancellation the share certificate currently held by it representing Covance Common Stock and Covance shall issue to CCL new certificates representing the total number of newly-issued shares of Covance Common Stock sufficient in number to allow for an orderly and pro rata distribution of such Covance Common Stock to the CCL common shareholders. (v) No earlier than three (3) days following the later of the effective dates for the transactions described in Sections 2.02(a)(i), (ii) and (iii), Corning will transfer its CCL Common Stock and its entire interest in MRL Nucor, Inc. to CCL by delivering to CCL stock certificates representing each of Corning's share interests in CCL and MRL Nucor, Inc., accompanied by stock powers duly endorsed by Corning and with all required stock transfer tax stamps affixed. In connection therewith Corning shall deliver to CCL for cancellation the share certificate then held by it representing CCL Common Stock and shall receive new certificates representing the total number of newly-issued shares of CCL Common Stock sufficient in number to allow for an orderly and pro rata distribution of such CCL Common Stock to the Corning common shareholders.

The Distributions and Other Transactions. (a) Certain Transactions. Prior to the Distribution Date: (i) Covance CAPS CBI shall be merged with and into Covance pursuant to the Certificate of Ownership and Merger between Covance CAPS CBI and Covance and the Certificate of Merger between Covance CAPS CBI and Covance, in substantially the forms attached hereto as Exhibit C, and in accordance with all applicable filing requirements under the Delaware General Corporation Law and the New Jersey Business Corporation Act. As a result of the merger, Covance CAPS CBI will cease to exist and Covance will acquire the assets of Covance CAPS CBI and assume (or take the assets of Covance CAPS CBI subject to) the liabilities of Covance CAPSCBI. (ii) CLSI will contribute to CCL all of CLSI's assets other than the stock of CCL and CLSI's rights under certain agreements that CLSI agrees to transfer pursuant to Section 2.02(i) in exchange for 200,000 additional shares of CCL Common Stock, Stock and 1,000 shares of voting nonvoting preferred stock of CCL and $250,000 in cash from CCL pursuant to (A) the Contribution Agreement between CLSI and CCL, (B) the Liabilities Undertaking between CLSI and CCL (C) the Instrument of Assignment and Assumption between CLSI and CCL and (D) the Xxxx Bill of Sale and Assignment between CLSI and CCL, each in substantially substxxxxally the forms attached hereto as Exhibit A, and in accordance with all applicable filing requirements under the Delaware General Corporation Law. As a result of such transactions, CCL will acquire the assets of CLSI and assume (or take the assets of CLSI subject to) the liabilities of CLSI other than (A) such obligations and liabilities for which either Corning or Covance is responsible under this Agreement or the Ancillary Agreements and (B) any obligations that CCL(MI) assumes pursuant to the following sentence. CCL (MI) shall assume (A) the first $2 million in principal amount of obligations of CLSI owed by CLSI to Corning under the CLSI Revolver and (B) the first $2 million of CLSI's obligations under Section 6.06(a) of the Agreement and Plan of Merger among Corning, Opera Acquisition Corp. and CLSI (then known as Damon Corporation)Agreements. Following such contributions contribution and assumptionsassumption, CLSI shall adopt a plan of liquidation and dissolve pursuant to the Plan of Liquidation and Dissolution of CLSI, substantially in the form attached hereto as Exhibit B, and in accordance with all applicable filing requirements under the Delaware General Corporation Law. As a result of such liquidation and dissolution, CLSI will distribute to Corning its remaining assets, which will consist largely of the capital stock of CCL, and CLSI will cease to exist. (iii) No earlier than one day following the effective date for the transactions described in Section 2.02(a)(ii), CCL will transfer to certain of its subsidiaries the following shares of common stock that CCL will have received from CLSI pursuant to the transactions described in Section 2.02(a)(ii): (A) the shares of common stock of Corning Xxxxxxx Nichols Institute, (B) the shares of common stock of Corning Clinical Laboratories Inc. (Mass.) and (C) the shares of common stock of Corning Clinical Laboratories Inc. (MD). (iv) No earlier than three (3) days following the later of the effective dates for the transactions described in Sections 2.02(a)(i), (ii) and (iii), CCL will transfer its Covance Common Stock, its entire interest in Pharmaceutical Laboratory Services, Inc. and its entire interest in Covance Biotechnology Services Corning Bio Inc. to Covance by delivering to Covance stock certificates representing each of CCL's share interests in such companies, accompanied by stock powers duly endorsed by CCL and with all required stock transfer tax stamps affixed. In connection therewith CCL shall deliver to Covance for cancellation the share certificate currently held by it representing Covance Common Stock and Covance shall issue to CCL new certificates representing the total number of newly-issued shares of Covance Common Stock sufficient in number to allow for an orderly and pro rata distribution of such Covance Common Stock to the CCL common shareholders. (v) No earlier than three (3) days following the later of the effective dates for the transactions described in Sections 2.02(a)(i), (ii) and (iii), Corning will transfer its CCL Common Stock and its entire interest in MRL Nucor, Inc. to CCL by delivering to CCL stock certificates representing each of Corning's share interests in CCL and MRL Nucor, Inc., accompanied by stock powers duly endorsed by Corning and with all required stock transfer tax stamps affixed. In connection therewith Corning shall deliver to CCL for cancellation the share certificate then held by it representing CCL Common Stock and shall receive new certificates representing the total number of newly-issued shares of CCL Common Stock sufficient in number to allow for an orderly and pro rata distribution of such CCL Common Stock to the Corning common shareholders.