Common use of Acquisition Steps Clause in Contracts

Acquisition Steps. Subject to the terms and conditions of this Agreement, on the Closing Date: (i) Newco will acquire from VSSI or another Subsidiary of TRW the remaining shares of common stock of Ruling Newco (other than the Parent Ruling Newco Stock contributed to Newco pursuant to Section 1.1(b)(iii)) for the amount of cash set forth on the Purchase Price Allocation Schedule, and such cash will be distributed to TRW or as TRW directs; (ii) The Foreign Acquirors (other than the French Foreign Acquiror) will acquire from Holdings or one of its Subsidiaries all of the issued and outstanding Capital Stock of those entities listed on Schedule 1.1(c)(ii) (collectively, the "FOREIGN ENTITIES") (other than as provided for in Section 1.1(c)(iii)) that become Agreed Foreign Entities in accordance with Section 7.6 hereof, in each case for the amount of cash set forth on the Purchase Price Allocation Schedule, and Holdings or its Subsidiaries, as the case may be, will distribute any cash it receives to TRW Automotive; provided that any cash allocated in the Purchase Price Allocation Schedule to the purchase of any Foreign Entities that are not Agreed Foreign Entities shall be added to the cash consideration provided for in Section 1.1(c)(vi)(A), and the Capital Stock of such Foreign Entities that are not Agreed Foreign Entities shall continue to be held by Holdings or its appropriate Subsidiary (the Capital Stock of the Agreed Foreign Entities acquired pursuant to this Section 1.1(c)(ii) and the Capital Stock of the French Subsidiaries acquired pursuant to clause (iii) below are collectively referred to as the "FOREIGN SHARES"); (iii) The French Foreign Acquiror will acquire from Holdings or one of its Subsidiaries and from ▇▇▇▇▇-Varity or one of its Subsidiaries all of the issued and outstanding Capital Stock of certain direct and indirect French subsidiaries of Holdings and ▇▇▇▇▇-Varity listed on Schedule 1.1(c)(iii) for the amount of cash and a note issued by the French Foreign Acquiror with a face amount as set forth on the Purchase Price Allocation Schedule and Holdings or its Subsidiaries, as the case may be, and ▇▇▇▇▇-Varity or its Subsidiaries, as the case may be, will distribute any cash they receive to TRW Automotive; (iv) Newco Sub will acquire from a newly-formed Delaware corporation and a wholly-owned subsidiary of Auto Newco ("AUTO NEWCO I") the one percent (1%) equity interest in ▇▇▇▇▇-Varity held by Auto Newco I for the amount of cash set forth on the Purchase Price Allocation Schedule and Auto Newco I will distribute such cash to Auto Newco; (v) Newco will acquire from Auto Newco its ninety-nine percent (99%) equity interest in ▇▇▇▇▇-Varity and the TRW UK Capital Stock and the INO Capital Stock for the amount of cash and the Equity Consideration set forth on the Purchase Price Allocation Schedule; and (vi) Newco will acquire (A) one hundred percent (100%) of the Capital Stock of Holdings from TRW Automotive in exchange for cash and (B) one hundred percent (100%) of the LLC Interests from TRW or a wholly-owned Subsidiary of TRW in exchange for cash, in each case in accordance with the Purchase Price Allocation Schedule and in a transaction intended to be a "qualified stock purchase" of Holdings with respect to which Northrop Grumman, Newco and TRW Automotive will make an election under Section 338(h)(10) of the Code with respect to Holdings and certain of its Subsidiaries pursuant to Section 11.5 hereof. The steps referred to in the foregoing clauses (i) through (vi) are collectively referred to herein as the "ACQUISITION STEPS." The Acquisition Structure Steps and the Acquisition Steps will result in a final structure substantially reflected on Annex II.

Acquisition Steps. Subject to the terms and conditions of this Agreement, on the Closing Date: (i) Newco will acquire from VSSI or another Subsidiary of TRW the remaining shares of common stock of Ruling Newco (other than the Parent Ruling Newco Stock contributed to Newco pursuant to Section 1.1(b)(iii)) for the amount of cash set forth on the Purchase Price Allocation Schedule, and such cash will be distributed to TRW or as TRW directs; (ii) The Foreign Acquirors (other than the French Foreign Acquiror) will acquire from Holdings or one of its Subsidiaries all of the issued and outstanding Capital Stock of those entities listed on Schedule 1.1(c)(ii) (collectively, the "FOREIGN ENTITIES"“Foreign Entities”) (other than as provided for in Section 1.1(c)(iii)) that become Agreed Foreign Entities in accordance with Section 7.6 hereof, in each case for the amount of cash set forth on the Purchase Price Allocation Schedule, and Holdings or its Subsidiaries, as the case may be, will distribute any cash it receives to TRW Automotive; provided that any cash allocated in the Purchase Price Allocation Schedule to the purchase of any Foreign Entities that are not Agreed Foreign Entities shall be added to the cash consideration provided for in Section 1.1(c)(vi)(A), and the Capital Stock of such Foreign Entities that are not Agreed Foreign Entities shall continue to be held by Holdings or its appropriate Subsidiary (the Capital Stock of the Agreed Foreign Entities acquired pursuant to this Section 1.1(c)(ii) and the Capital Stock of the French Subsidiaries acquired pursuant to clause (iii) below are collectively referred to as the "FOREIGN SHARES"“Foreign Shares”); (iii) The French Foreign Acquiror will acquire from Holdings or one of its Subsidiaries and from ▇L▇▇▇▇-Varity or one of its Subsidiaries all of the issued and outstanding Capital Stock of certain direct and indirect French subsidiaries of Holdings and ▇L▇▇▇▇-Varity listed on Schedule 1.1(c)(iii) for the amount of cash and a note issued by the French Foreign Acquiror with a face amount as set forth on the Purchase Price Allocation Schedule and Holdings or its Subsidiaries, as the case may be, and ▇L▇▇▇▇-Varity or its Subsidiaries, as the case may be, will distribute any cash they receive to TRW Automotive; (iv) Newco Sub will acquire from a newly-formed Delaware corporation and a wholly-owned subsidiary of Auto Newco ("AUTO NEWCO “Auto Newco I"”) the one percent (1%) equity interest in ▇L▇▇▇▇-Varity held by Auto Newco I for the amount of cash set forth on the Purchase Price Allocation Schedule and Auto Newco I will distribute such cash to Auto Newco; (v) Newco will acquire from Auto Newco its ninety-nine percent (99%) equity interest in ▇▇▇▇▇-Varity and the TRW UK Capital Stock and the INO Capital Stock for the amount of cash and the Equity Consideration set forth on the Purchase Price Allocation Schedule; and (vi) Newco will acquire (A) one hundred percent (100%) of the Capital Stock of Holdings from TRW Automotive in exchange for cash and (B) one hundred percent (100%) of the LLC Interests from TRW or a wholly-owned Subsidiary of TRW in exchange for cash, in each case in accordance with the Purchase Price Allocation Schedule and in a transaction intended to be a "qualified stock purchase" of Holdings with respect to which Northrop Grumman, Newco and TRW Automotive will make an election under Section 338(h)(10) of the Code with respect to Holdings and certain of its Subsidiaries pursuant to Section 11.5 hereof. The steps referred to in the foregoing clauses (i) through (vi) are collectively referred to herein as the "ACQUISITION STEPS." The Acquisition Structure Steps and the Acquisition Steps will result in a final structure substantially reflected on Annex II.