Intercorporate Reorganization. 23 Section 2.02
Intercorporate Reorganization. (a) At or prior to the Distribution, there shall have been contributed to Honsberg Lamb Sonderwerkzeugmachinen Gmbh, as additional paid-in capital, a shareholder loan in the amount of DM 2.8 million (U.S. $1,546,961). At or prior to the Distribution, there shall have been transferred to UNOVA Industrial Automation Systems, Inc. all of the assets and liabilities of Western Atlas Xxxxxx USA Division (MIS # M02610), including all the assets and liabilities of Xxxxxxx Division and CITCO Division; all the assets and liabilities of Western Atlas Lamb Technicon Body & Assembly Division (MIS # M02415), including all outstanding shares of Grand Design, Inc. and X.X. XxXxxxxx Company; all the assets and liabilities of Western Atlas Lamb Technicon Machining Systems Division (MIS # M02410); and all the outstanding shares of M M & E, Inc. At or prior to the Distribution, there shall have been transferred to UNOVA all of the outstanding shares of UNOVA Industrial Automation Systems, Inc., Standard Components Corp., Limited Partner I Corporation, General Partner I Corporation, Xxxxxx UNOVA Corporation, UNOVA Canada, Inc., UNOVA U.K. Limited, Intermec Technologies Corporation, Lamb-Unima Maschinenbau Gmbh and Honsberg Lamb Sonderwerkzeugmachinen Gmbh. At or prior to the Distribution, there shall have been transferred to UNOVA certain assets and liabilities of Western Atlas Corporate Division (MIS # Z00050 and MIS # Z00900), and all the assets and liabilities of Western Atlas IAS Administration Division (MIS # M09010). The transfer of capital stock shall be effected by means of delivery of stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock record books of the corporations or other legal entities in-
Intercorporate Reorganization. Prior to the Distribution Date, BWC and Automotive shall take all steps necessary to increase the outstanding shares of Automotive Common Stock so that immediately prior to the Distribution, BWC will hold a number of shares of Automotive Common Stock equal to the sum of the number of shares of BWC Voting Stock and the number of shares of BWC Non-Voting Stock outstanding on the Record Date. Such shares of Automotive Common Stock shall be the only capital stock of Automotive outstanding immediately prior to the Distribution.
Intercorporate Reorganization. (a) Prior to the Distribution Date, Rockwell and Rockwell Collxxx xxxl take all actions necessary to increase the outstanding shares of Rockwell Collxxx Xxxmon Stock so that, immediately prior to the Distribution, Rockwell will hold a number of shares of Rockwell Collxxx Xxxmon Stock equal to the number of shares of Rockwell Common Stock issued and outstanding as of the Record Date (excluding treasury shares held by Rockwell).
Intercorporate Reorganization. (a) Prior to or at the Time of Distribution, the Company and VRM hereby undertake to complete the actions specified in this Section 2.1, to (i) transfer, or cause to be transferred, to VRM or one of its Subsidiaries, as appropriate, effective as of or prior to the Time of Distribution, all of the right, title and interest of the Company or any Retained Subsidiary (a list of which is set forth on Schedule 2.1(a)), as appropriate, in any VRM Assets and have VRM or one of its Subsidiaries, as appropriate, assume and agree to pay, perform and discharge in due course each of the VRM Assumed Liabilities, and (ii) transfer, or cause to be transferred, to the Company or a Retained Subsidiary, as appropriate, effective as of or prior to the Time of Distribution, all the right, title and interest of VRM or any VRM Subsidiary, as appropriate, in any Retained Assets and have the Company or a Retained Subsidiary, as appropriate, assume and agree to pay, perform and discharge in due course each of the Retained Company Assumed Liabilities. (b) Prior to the Time of Distribution, the Company and VRM each agree to take, or cause to be taken, the following actions in connection with the Distribution: (i) Transfers of Capital Stock and Partnership Interests (A) the Company shall transfer all of its right, title and interest in the outstanding shares of capital stock of Valero Corporate Services to VRM or one of its Subsidiaries; (B) the Company shall cause Valero Management Company to transfer all of its right, title and interest in the outstanding shares of capital stock of VMGA Company to VRM or one of its Subsidiaries; (C) the Company shall transfer all of its right, title and interest in the outstanding shares of capital stock of Valero Coal Company to VRM or one of its Subsidiaries; (D) the Company shall transfer all of its right, title and interest in the outstanding shares of capital stock of Valero Producing Company to VRM or one of its Subsidiaries; B-6
Intercorporate Reorganization. 5 Section 3.2 Dividend; Cancellation of Intercompany Indebtedness...............................................6 Section 3.3
Intercorporate Reorganization. (a) Prior to the Distribution Date, Rockwell and Automotive will take all actions necessary to increase the outstanding shares of Automotive Common Stock so that, immediately prior to the Distribution, Rockwell will hold a number of shares of Automotive Common Stock (rounded down to the nearest whole share) equal to the number of shares of Rockwell Common Stock issued and outstanding as of the Record Date (excluding treasury shares held by Rockwell) divided by three.
Intercorporate Reorganization. (a) Prior to the Time of Distribution, Conexant and Washington will take all actions necessary to increase the outstanding shares of Washington Common Stock so that, immediately prior to the Distribution, Conexant will hold a number of shares of Washington Common Stock equal to the aggregate number of (i) shares of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) issued and outstanding as of the Record Date, (ii) Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) issued and outstanding as of the Record Date and (iii) the Performance Plan Shares.
Intercorporate Reorganization. 6 Section 3.2 Dividend; Cancellation of Intercompany Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 3.3
Intercorporate Reorganization. (a) At least one business day prior to the Distribution Date, a series of steps shall be consummated for the purpose of separating from Xxxxxxx any assets that are related to the business of Hussmann. The steps to be taken, the specific form and sequence of which shall be in the sole discretion of the management of Xxxxxxx shall, among other things, result in Hussmann directly owning all of the outstanding capital stock of Hussmann Operating Company and directly or indirectly owning all of the foreign Subsidiaries and Affiliates of Xxxxxxx that are related to the business of Hussmann. The transfer of capital stock shall be effected by means of delivery of one or more stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock records books of the corporation or other legal entities involved and, to the extent required by applicable law, by notation on appropriate registries.
