Examples of LookSmart Business in a sentence
Pursuant to the terms of the Assignment and Assumption Agreement, the Separation was effected and LS allocated all of the assets, liabilities and obligations of the LookSmart Business (including with respect to transition services, employee matters, tax matters and certain other matters) to Group on April 23, 2015.
In order to transfer the LookSmart Business to Group, on April 23, 2015, LS and Group entered into an Assignment and Assumption Agreement.
Group’s business is subject to both general and specific risks relating to the industry in which the LookSmart Business operates, and its status as a separate, publicly traded company.
For the avoidance of doubt, the Separation and the Distribution will not result in any change in headquarters, business, management, location of our offices, assets, liabilities or net worth of the LookSmart Business, other than as a result of the costs incident to the Separation and the Distribution.
The management, including all directors and officers, of the LookSmart Business will remain the same in connection with the Separation and the Distribution, and will assume identical positions with Group as they held with LS.
The Separation and the Distribution will provide us the opportunity to streamline the corporate organization of the entity that holds the LookSmart Business, which we believe will result in significant savings to the Company over the long term.
As a result of the Distribution, LS expects the trading price of shares of LS common stock immediately following the Distribution to be lower than the “regular-way” trading price of such shares immediately prior to the Distribution because the trading price will no longer reflect the value of the LookSmart Business held by Group.
In order to satisfy LS’ obligations under the Merger Agreement and based in part on the fairness opinion provided by GLC, LS’ board of directors believed the Separation and Distribution was in the best interests of LS’ stockholders, such that LS’ board of directors approved a plan to transfer the LookSmart Business to Group and to distribute to LS’ stockholders all of the shares of common stock of Group through the Distribution.
In order to satisfy LS’ obligations under the Merger Agreement and based in part on the fairness opinion provided by GLC, LS’ board of directors believed the Separation and Distribution was in the best interests of LS’ stockholders, on February 27, 2015, LS’ board of directors approved a plan to transfer the LookSmart Business to Group and to distribute to LS’ stockholders all of the shares of common stock of Group through the Distribution.
Except as otherwise indicated or unless the context otherwise requires, the information included in this Information Statement, including the financial statements of Group, which are comprised of the assets and liabilities of the LookSmart Business, assumes the completion of all the transactions referred to in this Information Statement in connection with the Separation and Distribution.