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 ______, 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.

  • Xxxxxx Distribution Agreement Exhibit B..........................

  • 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.

  • 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.

  • 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 parties hereto agree that representations and warranties of Xxxxxx set forth in this Article 3 have been prepared on a basis that reflects the consummation of the HEC Reorganization (as defined in the Xxxxxx Distribution Agreement, the "HEC Reorganization") and accordingly, all references to Xxxxxx exclude all businesses, assets or obligations of Xxxxxx which will not be such following the consummation of the HEC Reorganization.

  • 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.

  • 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.

  • 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.

  • 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.

Related to Xxxxxx Distribution Agreement

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

  • Distribution Agreements means the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of Turning Point, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.

  • 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 Closing Date, among the Servicer, the Transferor and the Borrower, as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • Designation Agreement means, with respect to any Designated Subsidiary, an agreement in the form of Exhibit E hereto signed by such Designated Subsidiary and the Company.