Corporate Restructuring Transactions. Each of Sun, Sabra and New Sun shall, and shall cause each of their respective Subsidiaries to, as applicable, take such action or actions as is necessary to cause, effect and consummate the Corporate Restructuring Transactions in accordance with Exhibit A hereto. Each of Sun, Sabra and New Sun hereby agrees that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided, however, that such modification, supplement or elimination is determined to be necessary or appropriate (a) to separate and divide Sun so that (i) the Real Estate Business shall be owned directly or indirectly by Sabra, and (ii) the Healthcare Business shall be owned directly or indirectly by New Sun, (b) to distribute the outstanding New Sun Common Stock pursuant to the Distribution or to make a cash distribution in connection with the Distribution, or (c) to merge Sun with and into Sabra.
Appears in 3 contracts
Sources: Distribution Agreement (Sun Healthcare Group Inc), Distribution Agreement (SHG Services, Inc.), Distribution Agreement (Sabra Health Care REIT, Inc.)