Examples of Distributed Companies in a sentence
The outstanding debt of the Retained Companies shall not exceed $1.4 billion (after giving effect to the Transactions and assuming conversion of all issued and outstanding 2001 Notes) and the outstanding debt of the Distributed Companies shall be at least $130 million plus the expenditures by the entities comprising such Distributed Companies for acquisitions after the date hereof.
Except as set forth on Schedule 3.01(t), none of the obligations or liabilities of any of the Distributed Companies will be guaranteed by or subject to a contingent obligation of any of the Retained Companies following the Distributions (excluding lease guarantees involving obligations in an aggregate amount not to exceed $100,000).
In rendering such opinion, such counsel shall be entitled to rely on certain assumptions and representations provided by the Company, the Distributed Companies and CDR-PC and certain other information, data, documentation and other materials that Xxxxxx, Xxxxxx & Xxxxxxxxx deems necessary.
Immediately following the Distributions, the Company shall not own any capital stock of the Distributed Companies or the Distributed Company Subsidiaries.
Without limiting the foregoing, the Company and the Distributed Companies or their respective Subsidiaries, as appropriate, shall use commercially reasonable efforts to obtain all consents and approvals, to enter into all agreements and to make all filings and applications that may be required or are reasonably necessary for the consummation of the Transactions, including, without limitation, all applicable governmental and regulatory filings.
Each holder of Company Common Stock who would otherwise be entitled to receive a fractional share of the common stock of any of the Distributed Companies pursuant to the Distributions shall receive cash in lieu of such fractional share.
Except as provided in this Article, the Company shall keep in effect all policies under its Insurance Program as of the date hereof insuring the Distributed Companies' Assets and the operations of the Distributed Companies' Businesses until 12:00 midnight (Eastern time) on the Distribution Date, except to the extent that a Distributed Company shall have earlier obtained appropriate coverage and notified the Company in writing to that effect.
In furtherance of the transfer of the capital stock of the Distributed Company Subsidiaries to the relevant Distributed Companies and the assumption of the Distributed Companies' Liabilities set forth in this Article II, at or prior to the Distribution Time, the parties agree to effect the transactions, if any, described in Schedule 2.11 attached hereto.
The Company and the Distributed Companies agree to cooperate in completing all necessary filings with the Internal Revenue Service, Department of Labor, and Pension Benefit Guaranty Corporation with respect to the matters provided herein and will apprise the other parties hereto of any written or oral communication to or from any such agency with respect thereto that may bear on such other parties' interests hereunder.
Beginning at 12:01 a.m. on the day following the Distribution Date, the Distributed Companies will cease to be insured under all policies in the Company's Insurance Program.