Common use of WKKC Financing Arrangements Clause in Contracts

WKKC Financing Arrangements. (a) Prior to the Effective Time and pursuant to the Internal Reorganization Step Plan, (i) WKKC will enter into one (1) or more financing arrangements and agreements (the “WKKC Financing Arrangements”), pursuant to which it shall borrow prior to the Effective Time a principal amount of not less than [•] dollars ($[•]) (the “WKKC Debt”) and (ii) WKKC shall distribute, convey or otherwise transfer to Kellanova, in the manner determined by Xxxxxxxxx, a portion (as determined by Xxxxxxxxx in its sole discretion) of the proceeds of the WKKC Debt to Kellanova, as partial consideration for the transfer of WKKC Assets to WKKC in the Contribution pursuant to Section 2.1 (such distribution, conveyance or transfer, the “Cash Transfer”). Xxxxxxxxx and WKKC agree to take all necessary actions to assure the full release and discharge of Kellanova and the other members of the Kellanova Group from all obligations pursuant to the WKKC Financing Arrangements as of no later than the Effective Time.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (WK Kellogg Co), Separation and Distribution Agreement (WK Kellogg Co)

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WKKC Financing Arrangements. (a) Prior to the Effective Time and pursuant to the Internal Reorganization Step Plan, (i) WKKC will enter into one (1) or more financing arrangements and agreements (the “WKKC Financing Arrangements”), pursuant to which it shall borrow prior to the Effective Time a principal amount of not less than [•] dollars sufficient to effect the Cash Transfer ($[•]as defined below) (the “WKKC Debt”) and (ii) WKKC shall distribute, convey or otherwise transfer to Kellanova, in the manner determined by Xxxxxxxxx, a portion (as determined by Xxxxxxxxx in its sole discretion) of the proceeds of the WKKC Debt to Kellanova, as partial consideration for the transfer of WKKC Assets to WKKC in the Contribution pursuant to Section 2.1 (such distribution, conveyance or transfer, the “Cash Transfer”). Xxxxxxxxx and WKKC agree to take all necessary actions to assure the full release and discharge of Kellanova and the other members of the Kellanova Group from all obligations pursuant to the WKKC Financing Arrangements as of no later than the Effective Time.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Kellanova), Separation and Distribution Agreement (WK Kellogg Co)

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