Xxxxxx Distribution Agreement definition

Xxxxxx Distribution Agreement shall have the meaning assigned to such term in the Merger Agreement.
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Xxxxxx Distribution Agreement means the Agreement and Plan of Merger by and between GM and Merger Sub, dated as of October 17, 1997, as amended from time to time.
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Xxxxxx Distribution Agreement means the Agreement and Plan of Merger by and between GM and [Mergeco] Corporation, a Delaware corporation, which provides for, among other things, the Distribution.
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Examples of Xxxxxx Distribution Agreement in a sentence

  • No payments or repayments of Incremental Margin shall be made under the Xxxxxx Distribution Agreement with respect to the third quarter of 2008 or thereafter and neither party shall be obligated to make any additional payments or repayments as a result of the calculation of payments of Incremental Margin for the any portion of 2008 prior to the Effective Date.

  • Following such time, if any, as (A) an adjusted Xxxxxx Distribution Ratio has been determined in order to avoid the determination described in Section 5.1(e) hereof or Section 4(a)(i) of the Xxxxxx Distribution Agreement and (B) GM has received each of the GM Financial Advisors Opinions with respect thereto, GM shall, and shall cause Merger Sub to, amend the Xxxxxx Distribution Agreement to reflect the Xxxxxx Distribution Ratio as so adjusted.

  • Prior to the date hereof, the Board of Directors of Xxxxxx has taken all action necessary to exempt under or make not subject to (x) Section 203 of the DGCL and (y) to its knowledge, any other state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares (i) the execution of this Agreement, (ii) the Merger and (iii) the transactions contemplated hereby and by the Xxxxxx Distribution Agreement.

  • Xxxxxx shall promptly furnish Raytheon, and Raytheon shall promptly furnish Xxxxxx and GM, with all information concerning such party as may be requested for inclusion in the Proxy Statement, the Registration Statement and the GM Proxy Statement to be filed with the Commission with respect to the Merger, the GM Merger and the other transactions contemplated by this Agreement and the Xxxxxx Distribution Agreement.

  • The parties hereto shall use all commercially reasonable efforts to cause the shares of Xxxxxx Class A Common Stock and Xxxxxx Class B Common Stock to be issued pursuant to the Xxxxxx Distribution Agreement and the Merger, respectively, to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing Date.

  • The Company has provided Parent with (x) all documentation in the Company’s possession relating to customers of Xxxxxx that obtain products or services from Xxxxxx that originate through the Xxxxxx Distribution Agreement, including but not limited to customer lists and customer lease agreements, and (y) all material correspondence that the Company has had with Xxxxxx since December 31, 2003.

  • Xxxxxx shall be entitled to appoint dealers or other third parties ("Subdistributors") in the Territory during the Term of this Agreement to distribute, market and sell the Products in the Territory, provided that each such Subdistributor is either (i) an Affiliate of Xxxxxx, (ii) party to a Xxxxxx Distribution Agreement and that party meets standard Xxxxxx distribution requirements, or (iii) approved by Physiometrix in writing prior to being engaged by Xxxxxx.

  • Fol- lowing such time as (i) GM has determined a Xxxxxx Distribution Ratio as contemplated by Section 1.1 above and (ii) each of the GM Financial Advisor Fairness Opinions has been rendered as contemplated by Section 1.1 above, GM and Merger Sub shall en- ter into the Xxxxxx Distribution Agreement, which shall include the Xxxxxx Distribution Ratio as so determined.

  • Following such time as (i) GM has determined a Xxxxxx Distribution Ratio as contemplated by Section 1.1 above and (ii) each of the GM Financial Advisor Fairness Opinions has been rendered as contemplated by Section 1.1 above, GM and Merger Sub shall enter into the Xxxxxx Distribution Agreement, which shall include the Xxxxxx Distribution Ratio as so determined.

  • Subject to the terms and provisions of this Agreement, each of the Parties hereto shall, and shall cause its subsidiaries to, use all commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated hereby and by the other Transaction Agreements, including, without limitation, with respect to the satisfaction of the conditions set forth in Section 3 of the Xxxxxx Distribution Agreement.

Related to Xxxxxx Distribution Agreement

  • Distribution Agreement has the meaning set forth in the recitals to this Agreement.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Sale and Contribution Agreement means the Sale and Contribution Agreement, dated as of the date hereof, relating to the sale and contribution by Credit Acceptance to the Seller of the Conveyed Property, as defined therein.

  • Xxxxxx Agreement means that certain Contingent Stock Agreement, effective as of January 1, 1996, by The Xxxxx Company in favor of and for the benefit of the Holders (named in Schedule I thereto) and the Representatives (therein defined), as amended.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Payment Agreement means a written agreement which provides

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Combination Agreement has the meaning in the recitals hereto.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Election Agreement means an agreement in the form that the Company may designate from time to time that is consistent with the terms of the Plan.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.