The Divestiture Sample Clauses

The Divestiture. (a) The Divesture shall be consummated by (i) the contribution by the Company of certain assets to CloudCo as provided in the Contribution Agreement (the “Contributed Assets”), (ii) the assumption by CloudCo of certain liabilities of the Company as provided in the Contribution Agreement (the “Assumed Liabilities”), (iii) the transferring by the Company of certain employees to CloudCo or an Affiliate of Cloudco as contemplated by the Contribution Agreement (the “Transferred Employees”) and (iv) following the completion of the foregoing transactions, the distribution by the Company of the memberships in CloudCo to Seller prior to the Closing. (b) Seller and Purchaser shall, and Seller shall cause the Company and CloudCo to, work together in good faith to mutually determine on or before the date that is fourteen (14) days following the date of this Agreement (the “Allocation Date”) (i) the assets of the Company that will be Contributed Assets, (ii) the liabilities of the Company that will be Assumed Liabilities, and (iii) the employees of the Company who will be Transferred Employees. (c) For the purposes of the allocations required by Section 5.13(b), Seller and Purchaser agree as follows: (i) all Employees other than the Acquired Company Employees will be Transferred Employees and any severance liabilities associated with such Employees will be Assumed Liabilities; (ii) all of the Company’s office leases other than those for the Company’s facilities at Costa Mesa, California and Austin, Texas will be Contributed Assets; (iii) the determination of the current assets and the current liabilities of the Company that will be Contributed Assets and Assumed Liabilities will be made in a manner consistent with the manner in which Purchaser and Seller ultimately determine Actual Working Capital; (iv) any asset (including any Contract, other than the office leases that are addressed in the preceding clause (ii)) that is used exclusively in or relates exclusively to the Cloud & Hosted Services Business will be a Contributed Asset;
Sample 1
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The Divestiture. In connection with entry into the merger agreement, on July 15, 2014, RAI entered into the asset purchase agreement with Imperial Sub, and for certain limited purposes, Imperial, pursuant to which, on June 12, 2015, at the satisfaction of the conditions to the closing of the Lorillard merger, Imperial Sub acquired the transferred assets, consisting of (1) certain assets owned by RAI subsidiaries or affiliates relating to the cigarette brands WINSTON, KOOL and SALEM, and (2) certain assets owned by Lorillard subsidiaries or affiliates related to the cigarette brand MAVERICK and the “e-vapor” brand blu (including SKYCIG), as well as Lorillard’s owned and leased real property, and certain transferred employees, together with associated liabilities, all in accordance with the asset purchase agreement and the transfer agreement. Although most of the transferred assets were transferred immediately after the closing of the Lorillard merger by RAI directly or indirectly through its affiliates and subsidiaries, pursuant to the transfer agreement, certain of the Lorillard transferred assets were transferred immediately prior to the closing of the Lorillard merger. The unaudited pro forma condensed combined statement of income includes the effects of the sale of these brands and other assets and the associated gain on the divestiture. The purchase price for the transferred assets and certain related liabilities divested in the divestiture was $7.056 billion. The unaudited pro forma condensed combined statement of income reflects the allocations of revenues and expenses directly attributable to the brands sold to Imperial Sub in the divestiture, as well as certain other allocations deemed reasonable by management to present the unaudited pro forma financial information. The allocation methodologies developed for the purposes of these pro forma amounts are considered reasonable by management. The costs do not include costs associated with certain shared functions, and accordingly, the financial information does not reflect the results of operations as if these brands and assets were stand-alone entities for the periods presented. The unaudited pro forma condensed combined statement of income reflects the following adjustments related to the divestiture: (a) Net sales—Adjustment to reflect the removal of the net sales of the cigarette brands WINSTON, KOOL and SALEM from RAI’s historical financial information and removal of the net sales of the cigarette brand MAVERICK a...
Sample 1
The Divestiture 
Sample 1

Related to The Divestiture

  • Divestiture If Grantee’s employment with the Company or a Subsidiary terminates as the result of a divestiture, then the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto shall become nonforfeitable in accordance with the terms and conditions of Section 1(a) as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the fifth anniversary of the Date of Grant or the occurrence of a circumstance referenced in Section 2(a) or 2(b), whichever occurs first. For the purposes of this Agreement, the term “divestiture” shall mean a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.

  • Divestitures Except to the extent prohibited by applicable Laws, if any BTC Recipient relinquishes Control of all or part of a business unit, or a particular function or facility of any BTC Recipient after the Effective Date (each, a “Divested Entity”), then at the request of such BTC Recipient, State Street will continue to provide the Services, including Disengagement Assistance to such Divested Entity for a period of time BTC requests, which period will not extend beyond the earlier to occur of: (a) 24 months after such entity becomes a Divested Entity; or (b) the end of the period during which State Street is required to provide Disengagement Assistance under this Agreement, at the rates and in accordance with the terms and conditions set forth in the applicable Service Modules; provided, that, such Divested Entity agrees in writing with State Street to abide by the terms and conditions of the applicable Service Module and any applicable provisions of this Agreement. The applicable BTC Recipient shall remain primarily liable for the obligations of the Divested Entity under the applicable Service Modules.

  • Consolidations, Mergers and Sales of Assets No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

  • Material Change in Business Seller shall not make any material change in the nature of its business as carried on at the date hereof.

  • Assistance with Business Combination For a period of ninety days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a Business Combination candidate or to provide any similar Business Combination-related services, the Company will provide the following information (the “Business Combination Information”) to the Representative: (i) complete details of all services and copies of agreements governing such services (which details or agreements may be appropriately redacted to account for privilege or confidentiality concerns); and (ii) justification as to why the person or entity providing the Business Combination-related services should not be considered an “underwriter and related person” with respect to the Company’s initial public offering, as such term is defined in Rule 5110 of FINRA’s Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting shareholder approval for the Business Combination. Upon the Company’s delivery of the Business Combination Information to the Representative, the Company hereby expressly authorizes the Representative to provide such information directly to FINRA as a result of representations the Representative have made to FINRA in connection with the Offering.

  • Mergers and Sales of Assets Such Borrower shall not consolidate with or merge into any other Person or convey, transfer or lease (whether in one transaction or in a series of transactions) all or substantially all of its properties and assets to any Person, unless:

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Change in Nature of Business Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

  • New Businesses 36 9.15 Government Regulations....................................................... 36

  • Business Combination Announcement Within four (4) Business Days following the consummation by the Company of a Business Combination, the Company shall cause an announcement (“Business Combination Announcement”) to be issued by a press release service announcing the consummation of the Business Combination and indicating that the Representative was one of the co-managing underwriters in the Offering and also indicating the name and location of any other financial advisors engaged by the Company as a merger and acquisitions advisor. The Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination Announcement without the final approval of the Representative, which approval will not be unreasonably withheld.

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