Corporate Split Clause Samples
Corporate Split. As at the Closing Date, the Corporate Split has been completed in accordance with the Corporate Split Agreement in all respects.
Corporate Split. The Business currently conducted by the Selling Affiliate shall have been transferred to the Company in accordance with the Corporate Split and all the other steps contemplated in Section 7.01 shall have been completed.
Corporate Split. The Relevant Corporate Split shall have taken effect on the terms and conditions set forth in the Relevant Corporate Split Plan.
Corporate Split. As of the Relevant Closing:
(a) any and all corporate procedures and other acts which are necessary for the authorization, consummation and effectuation of the Relevant Corporate Split will have been completed, and except in respect of the ability of the Relevant NewCo to satisfy its obligations, there will exist no circumstances which constitute a cause to invalidate the Relevant Corporate Split;
(b) any and all procedures required to be taken by the Seller for the transfer of the relevant Transferring Employees will have been taken and completed, including such consultations, notifications and other employee protection procedures required under the Employee Succession Act; and
(c) the Relevant NewCo will be a godo kaisha duly established and validly existing under the laws of Japan.
Corporate Split. (a) On the Closing Date by the Closing, Seller shall cause the Subsidiary to use commercially reasonable efforts to effect, at its own cost, the Corporate Split as provided in the Split Agreement and in accordance with applicable Law.
(b) Notwithstanding anything herein to the contrary, Seller shall, and shall cause the Subsidiary to, report, deliver and submit to Buyer:
(i) (until the Closing) promptly after becoming aware of such issue, any material issue (including, without limitation, the existence of any objection from creditors during the creditor’s objection giving period) that has arisen or may arise in the course of the Corporate Split, together with reasonable evidence;
(ii) (until the Closing) upon Buyer’s reasonable request, materials and information concerning the Corporate Split;
(iii) (until the Closing) promptly after the effectuation of the Corporate Split, notice that the Corporate Split has been completed and effectuated; and
(iv) (until six (6) months after the effective date of the Corporate Split) promptly after becoming aware of such event, any material basis for the filing of proceedings nullifying the Corporate Split.