The Split-Off Sample Clauses

The Split-Off. Viacom currently intends, following the consummation of the IPO, to complete the Split-Off at a date after September 29, 1999. Viacom shall, in its sole and absolute discretion, determine whether to proceed with all or part of the Split-Off and all terms of the Split-Off, including, without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Split-Off and the timing of and conditions to the consummation of the Split-Off. In addition, Viacom may at any time and from time to time until the completion of the Split-Off abandon, modify or change any or all of the terms of the Split-Off, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Split-Off. Blockbuster shall cooperate with Viacom in all commercially reasonable respects to accomplish the Split-Off and shall, at Viacom's direction, promptly take any and all actions necessary or desirable to effect the Split-Off, including, without limitation, the registration under the Securities Act of Blockbuster Common Stock on an appropriate registration form or forms to be designated by Viacom. Viacom shall select any investment banker(s) and manager(s) in connection with the Split-Off, as well as any other institutions providing services in connection with the Split-Off.
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The Split-Off. Subject to the terms and conditions set forth in this Agreement, the Split-Off shall be effected as of the Split-Off Time in accordance with the Merger Agreement. Immediately prior to the Split-Off Time, Western shall deliver to the Split-off Agent, for the benefit of the Western Shareholders of record on the Spit-Off Record Date, a stock certificate or certificates, endorsed by Western in blank, representing all of the then outstanding shares of Westar Common Stock owned by Western. The Merger and Split-Off shall be effected such that the Merger Consideration (as defined in the Merger Agreement) and the Split-Off Consideration are payable only to the same Western Shareholders.
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The Split-Off. CBS currently intends, subject to market conditions and other factors deemed relevant to CBS, in its sole discretion, to (1) complete the IPO and (2) complete the Split-Off following the completion of the IPO and the expiration or waiver of the lockup period applicable to CBS pursuant to the Underwriting Agreement. CBS may, in its sole discretion, determine whether to proceed with all or part of the IPO and/or Split-Off and all terms of the IPO and/or Split-Off, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the IPO and/or Split-Off and the timing of and conditions to the consummation of the IPO and/or Split-Off. In addition, CBS may at any time, and from time to time until the completion of the IPO and/or Split-Off, abandon, modify or change any or all of the terms of the IPO and/or Split-Off, as applicable, including by accelerating or delaying the timing of the consummation of all or part of the IPO and/or Split-Off. Outdoor Americas shall cooperate with CBS in all commercially reasonable respects to accomplish the IPO and/or Split-Off and shall, at CBS’s direction, promptly take any and all actions necessary or desirable in CBS’s sole discretion to effect the IPO and/or Split-Off, including the registration under the Securities Act of Outdoor Americas Common Stock on an appropriate registration form or forms to be designated by CBS. CBS shall, in its sole discretion, select any investment banker(s) and manager(s) in connection with the IPO and/or Split-Off, as well as any other institutions providing services in connection with the IPO and/or Split-Off, including a financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for CBS and Outdoor Americas.
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The Split-Off. (a) On the Closing Date, as promptly as practicable following the Merger Effective Time, Cargill shall consummate the Split-off by exchanging with stockholders of Cargill (the “Exchanging Cargill Stockholders”), for outstanding shares of capital stock of Cargill held by such stockholders, all of the shares of M Holdings Class A Common Stock, M Holdings Class B Common Stock and M Holdings Common Stock (excluding the Cargill Retained M Holdings Shares) received by Cargill in the Merger. Cargill shall use its reasonable best efforts to commence the Offer, and to disseminate to its stockholders all applicable Offer Documents, as soon as reasonably practicable after the date upon which Mosaic first mails the Proxy Statement to the Mosaic Shareholders. Subject to the foregoing, Cargill may, in its sole and absolute discretion, determine the terms and conditions of the Split-off, including the form, structure and terms and conditions of any transaction(s) and any Offer pursuant to which Cargill may effect the Split-off; provided, however, that (w) Cargill may not exchange M Holdings Stock with any stockholder of Cargill as part of the Split-off unless such stockholder shall have made and agreed to (for the benefit of Mosaic, M Holdings and Cargill) representations regarding such stockholder’s sophistication and qualification as an accredited investor and covenants substantially on the terms set forth on Exhibit C hereto, (x) Cargill may not exchange M Holdings Stock with any stockholder of Cargill who, to the knowledge of Cargill at the time of the Closing, is reasonably expected to be a Significant Stockholder immediately following the Split-off unless such Significant Stockholder shall have entered into the Governance Agreement, (y) any Offer made by Cargill to effect the Split-off shall comply in all material respects with Regulation 14E under the Exchange Act, to the extent applicable (it being understood that Cargill shall not be deemed to have failed to comply with its obligations under this clause (y) to the extent that its failure to comply with Regulation 14E under the Exchange Act shall have resulted from a breach by the Mosaic Parties of their obligations under Section 4.1(c)), and (z) the terms and conditions of the Split-off shall in all material respects be consistent with the terms and conditions of the Split-off set forth in the Private Letter Ruling, the IRS Ruling Submission, the Initial Tax Opinion and the Bring Down Tax Opinion. It is agreed a...
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The Split-Off. The Split-Off shall be effected pursuant to the provisions of Article III of the Merger Agreement; provided, however that such Split-Off shall be conditioned on the satisfaction (or waiver, to the extent expressly permitted by the provisions of Section 10.1 hereof) of each of the Split-Off Conditions. All shares of A&S Common Stock issued in the Split-Off shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights.
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The Split-Off. Section 3.1. Cooperation and Actions Prior to the Split-Off......................................................8 Section 3.2. Net Asset Adjustment.............................................................................
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The Split-Off. Section 3.01. Cooperation Prior to the Split-Off.........................14 Section 3.02. Conduct of Health Services Business Pending Split-Off....
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The Split-Off. Subject to Section 2.5, AT&T and LMC shall use their reasonable best efforts to effect the Split Off as of 9:00 a.m., East Coast Time (the "Effective Time"), on August 10, 2001 (the "Split Off Date"). The Split Off shall be effected in accordance with the provisions of paragraph 5(a) of Part B of Article Third of the AT&T Charter.
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The Split-Off. Upon the terms and subject to the conditions set forth in this Agreement, the Sub shall split-off from the Parent at the Effective Time of the Split-Off (as defined in Section 1.03). Following the Effective Time of the Split-Off, the Parent and the Sub shall each have a separate corporate existence, and each shall continue as a surviving, independent corporation after the Split-Off.
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Related to The Split-Off

  • Stock Splits and Reverse Splits In the event that the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares purchasable pursuant to this Warrant immediately prior to such subdivision shall be proportionately increased, and conversely, in the event that the outstanding shares of Common stock shall at any time be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such combination shall be proportionately reduced. Except as provided in this Section 3.4, no adjustment in the Exercise Price and no change in the number of Warrant Shares purchasable shall be made under this Article III as a result of or by reason of any such subdivision or combination.

  • Charter Amendment The Company shall have filed the Charter Amendment with the Secretary of State of the State of Delaware, and such Charter Amendment shall be effective.

  • Split-Ups If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

  • Stock Split All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.

  • Reverse Split The Company has taken all necessary corporate action to effectuate a reverse split of its issued and outstanding Common Stock and preferred stock on the basis of one (1) such share for each 2.67 shares of issued and outstanding Common Stock and Preferred Stock, as applicable (the “Reverse Split”), and such Reverse Split became effective on June 22, 2020.

  • Charter Amendments Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws in any material respect.

  • Combination & Split Up The Registrar shall register the split-up or combination of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination thereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

  • Reverse Splits The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.

  • Certificate of Amendment A successor Owner Trustee appointed under this Agreement will promptly file a certificate of amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of the successor Owner Trustee in the State of Delaware. The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.

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