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.
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.
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.
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.
The Split-Off. (a) The parties agree that the Split-Off shall be conducted as follows:
The Split-Off. Section 3.1. Cooperation and Actions Prior to the Split-Off......................................................8 Section 3.2. Net Asset Adjustment...............................................................................10
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...
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.
The Split-Off. Section 3.01. Cooperation Prior to the Split-Off.........................14 Section 3.02. Conduct of Health Services Business Pending Split-Off......15 Section 3.03. Consummation of the Split-Off..............................15 ARTICLE IV INDEMNIFICATION
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.
