DISTRIBUTION AND OTHER TRANSACTIONS Sample Clauses

DISTRIBUTION AND OTHER TRANSACTIONS. CERTAIN COVENANTS 14 Section 2.1. The Distribution and Other Transactions 14 Section 2.2. Assumption and Satisfaction of Liabilities 17 Section 2.3. Resignations 17 Section 2.4. Further Assurances 17 Section 2.5. Limited Representations or Warranties 18 Section 2.6. Removal of Parent Group from Certain Guarantees; Releases of Parent Group from Liabilities 18 Section 2.7. Removal of SpinCo Group from Certain Guarantees; Releases of SpinCo Group from Liabilities 19 Section 2.8. Witness Services 20 Section 2.9. Conveyancing and Assumption Instruments 20 Section 2.10. Ancillary Agreements 20 Section 2.11. Corporate Names; Trademarks 21 Section 2.12. Post-Distribution Remittances 22 Section 2.13. Non-Solicitation 22 Section 2.14. Termination of Intercompany Agreements 23 Section 2.15. Non-Competition 23 Section 2.16. Dividend; Net Cash Flow Adjustment 25 Article III INDEMNIFICATION 27 Section 3.1. Indemnification by Parent 27 Section 3.2. Indemnification by SpinCo 27 Section 3.3. Procedures for Indemnification 27 Section 3.4. Indemnification Payments 29 Article IV ACCESS TO INFORMATION 30 Section 4.1. Provision of Corporate Records 30 Section 4.2. Access to Information 30 Section 4.3. Reimbursement; Other Matters 30 Section 4.4. Confidentiality 30 Section 4.5. Privileged Matters 31 Section 4.6. Ownership of Information 33 Section 4.7. Retention of Records 33 Section 4.8. Limitation of Liability; Release 33 Section 4.9. Other Agreements Providing for Exchange of Information 34 Article V DISPUTE RESOLUTION 34 Section 5.1. Negotiation 34 Section 5.2. Mediation 34 Section 5.3. Arbitration 34 Section 5.4. Continuity of Service and Performance 35 Section 5.5. Other Remedies 35 Article VI INSURANCE 36 Section 6.1. Policies and Rights Included Within Assets 36 Section 6.2. Post-Distribution Date Claims 36 Section 6.3. Administration; Other Matters 36 Section 6.4. Agreement for Waiver of Conflict and Shared Defense 38 Section 6.5. Cooperation 39 Article VII MISCELLANEOUS 39 Section 7.1. Complete Agreement; Construction 39 Section 7.2. Ancillary Agreements 39 Section 7.3. Counterparts 39 Section 7.4. Survival of Agreements 39 Section 7.5. Distribution Expenses 39 Section 7.6. Notices 40 Section 7.7. Waivers 40 Section 7.8. Amendments 40 Section 7.9. Successors and Assigns 41 Section 7.10. Termination 41 Section 7.11. Subsidiaries 41 Section 7.12. Third-Party Beneficiaries 41 Section 7.13. Title and Headings 41 Section 7.14. Exhibits and Schedules 41 Section 7.15. GOVERNI...
Sample 1Sample 2
AutoNDA by SimpleDocs
DISTRIBUTION AND OTHER TRANSACTIONS. CERTAIN COVENANTS 11 SECTION 2.1 THE DISTRIBUTION AND OTHER TRANSACTIONS 11
Sample 1
DISTRIBUTION AND OTHER TRANSACTIONS 
Sample 1

Related to DISTRIBUTION AND OTHER TRANSACTIONS

  • Dilution and Other Adjustments The existence of this Option shall not impair the right of the Partnership or Alliance Holding or their respective partners to, among other things, conduct, make or effect any change in the Partnership’s or Alliance Holding’s business, any issuance of debt obligations or other securities by the Partnership or Alliance Holding, any grant of options with respect to an interest in the Partnership or Alliance Holding or any adjustment, recapitalization or other change in the partnership interests of the Partnership or Alliance Holding (including, without limitation, any distribution, subdivision, or combination of limited partnership interests), or any incorporation of the Partnership or Alliance Holding. In the event of such a change in the partnership interests of the Partnership or Alliance Holding, the Board shall make such adjustments to this Option, including the purchase price specified in Section 1, as it deems appropriate and equitable. In the event of incorporation of the Partnership or Alliance Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to this Option for the Participant to purchase stock in the resulting corporation in place of the Units subject to this Option. Any such adjustment or arrangement may provide for the elimination of any fractional Unit or shares of stock which might otherwise become subject to this Option. Any decision by the Board under this Section shall be final and binding upon the Participant.

  • Field Examination and Other Fees Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.

  • ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

  • Capitalization and Other Capital Stock Matters The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus or upon exercise of outstanding options or warrants described in the Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Prospectus. The description of the Company's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

  • Collection of Income and Other Matters Affecting Securities Except as otherwise provided in an Instruction, the Custodian, by itself or through the use of the Book-Entry System or a Depository with respect to Securities therein maintained, shall, or shall instruct the relevant Sub-Custodian to:

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

  • Capitalization and Other Share Capital Matters The authorized, issued, and outstanding shares of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options, and rights. No further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s shares of Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

  • Taxes and Other Payments 7.1. Unless otherwise specifically provided for in this Agreement, the Company shall not be liable for the payment of taxes or other payments for which the Employee is responsible as result of this Agreement or any other legal provision, and the Employee shall be personally liable for such taxes and other payments.

  • Good Standing and Other Certificates Seller shall have delivered to Buyer (A) a copy of the Company’s Certificate of Incorporation as in effect on the Closing Date, including all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, (B) a certificate from the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company is in good standing or subsisting in such jurisdiction and listing all charter documents of the Company on file, (C) a certificate from the Secretary of State or other appropriate official in each State in which the Company is qualified to do business to the effect that the Company is in good standing in such State, (D) a certificate as to the tax status of the Company from the appropriate official in its jurisdiction of incorporation and each State in which the Company is qualified to do business and (E) a copy of the By-Laws of the Company, certified by the Secretary of the Company as being true and correct and in effect on the Closing Date;

Time is Money Join Law Insider Premium to draft better contracts faster.