Separation Closing definition

Separation Closing has the meaning given in Section 2.1.
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Separation Closing means the closing of the Separation on the Separation Date.
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Separation Closing means the closing of the Separation on the Separation Date. “Separation Date” has the meaning set forth in Section 4.03.
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Examples of Separation Closing in a sentence

  • This Agreement will terminate without further action at any time before the Separation Closing upon termination of the Separation Agreement.

  • This Agreement may be terminated by J&J at any time, in its sole discretion, prior to the Separation Closing.

  • The Parties recognize that legal and other professional services will be provided following the Separation Closing, which services will be rendered solely for the benefit of the J&J Group or the Kenvue Group, as the case may be.

  • Kenvue acknowledges that it is the responsibility of the Kenvue Group to obtain continuing insurance coverage for the directors and officers of the members of the Kenvue Group for Liabilities accruing after the Separation Closing.

  • In the event of any termination of this Agreement prior to the Separation Closing, neither Party (nor any of its directors or officers) shall have any Liability or further obligation to the other Party under this Agreement or the Ancillary Agreements.

  • J&J shall provide, and shall cause the other members of the J&J Group to provide, such cooperation as is reasonably requested by Kenvue in order for Kenvue to have in effect after the Separation Closing such new insurance policies and programs as Kenvue deems reasonably appropriate.

  • Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if it had occurred on the earlier of (i) immediately prior to the Separation Closing and (ii) the time such Assets and Liabilities would have been transferred, conveyed, accepted or assumed had they been subject to the Conveyancing and Assumption Instrument for the jurisdiction to which such Assets relate, in each case except as otherwise required by applicable Law.

  • The transfer of any Deferred Kenvue Local Business pursuant to this Section 2.07(c) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Separation Closing, except as otherwise required by applicable Law or as otherwise expressly provided in any applicable Conveyancing and Assumption Instrument.

  • From and after the Separation Closing, to the extent any insurer makes a payment in respect of a Non-Commercial Insurance Policy to or on behalf of a member of the Kenvue Group, Kenvue shall promptly pay an equivalent amount to J&J.

  • Notwithstanding anything to the contrary herein, to the extent the J&J Group and the Kenvue Group are covered during the period between the Separation Closing and the Distribution Date under D&O Insurance Policies that cover both the J&J Group and the Kenvue Group in the same policy, the term “Separation Closing” shall be deleted and replaced with the term “Distribution Date” wherever the term “Separation Closing” appears prior to this sentence in this Section 8.04(b).


More Definitions of Separation Closing

Separation Closing means the consummation of the transactions comprising the Separation as provided in Article II below.
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Related to Separation Closing

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • Second Closing has the meaning set forth in Section 2.2.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Option Closing Time means 8:00 a.m. (Toronto time) on any Option Closing Date or such other time on any Option Closing Date as the Company and the Underwriters may agree;

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Time of Closing means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the parties may mutually determine;

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Closing has the meaning set forth in Section 2.2.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Separation Time means the close of business on the earlier of (i) the tenth business day (or such later date as the Board of Directors of the Company may from time to time fix by resolution adopted prior to the Separation Time that would otherwise have occurred) after the date on which any Person commences a tender or exchange offer which, if consummated, would result in such Person's becoming an Acquiring Person and (ii) the Flip-in Date; provided, that if the foregoing results in the Separation Time being prior to the Record Time, the Separation Time shall be the Record Time and provided further, that if any tender or exchange offer referred to in clause (i) of this paragraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase of any shares of Common Stock pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been made.

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.

  • First Effective Time has the meaning specified in Section 2.02.

  • Loan Closing means the date on which an executed Loan Agreement between the Trust and a Borrower is delivered pursuant to this Bond Resolution.

  • First Merger has the meaning set forth in the Recitals.

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Second Closing Date means the date of the Second Closing.