Preliminary Transactions. 16 SECTION 2.01
Preliminary Transactions. ................................................................7 SECTION 2.1. Regulatory Filings and Related Actions..........................................7 SECTION 2.2. Nasdaq National Market Application..............................................8 SECTION 2.3. Business Separation.............................................................8 SECTION 2.4. Internal Distributions..........................................................9 SECTION 2.5. Resignations....................................................................9 SECTION 2.6. Ancillary Agreements...........................................................10 SECTION 2.7. Restated Cavco Charter and Restated Cavco Bylaws...............................10
Preliminary Transactions. 11 5.2. Merger of CV Trust into CV.. . . . . . . . . . . . . . . . . . 12 5.3. Transactions Relating to CV Partnership. . . . . . . . . . . . 12
Preliminary Transactions. Prior to the Effective Time, Kranzco (i) will cause all of its corporate subsidiaries to either convert into or merge with and into single-member limited liability companies or limited partnerships (in each case the sole owner of any such limited liability company or limited partnership, for Federal income tax purposes, shall be Kranzco and such limited liability company or limited partnership shall be, directly and indirectly, owned by Kranzco and its wholly-owned subsidiaries) but, KRT Trust will continue to be wholly owned by Kranzco, and (ii) may elect to transfer certain of the assets currently owned directly by Kranzco to single-member limited liability companies or limited partnerships of which, for Federal income tax purposes, the sole owner shall be Kranzco and which shall be, directly and indirectly, owned by Kranzco and its wholly- owned subsidiaries (collectively, the "Conversion Transactions"). Immediately following the Conversion Transactions, Kranzco will merge with and into KRT Trust II and in connection with such merger, (i) the shares of KRT Trust owned by Kranzco shall be canceled without any consideration and (ii) each shareholder of Kranzco will receive such number of common and preferred shares in KRT Trust as is equal to the number of common and preferred shares held by such shareholder in Kranzco (in each case with substantially the same economic terms, rights, privileges, designations and preferences as the shares formerly held in Kranzco) and such former Kranzco shareholders shall thereupon and as of the Effective Time be the only shareholders of KRT Trust and KRT Trust II shall be the surviving entity (the "KRT Trust II Merger"). Immediately prior to the effective time of the KRT Trust II Merger, Kranzco and KRT Trust II will cause to be filed with (i) the Delaware Secretary of State, a Certificate of Merger in the form attached hereto as Exhibit E and (ii) the State Department of Assessments and Taxation of Maryland, the Articles of Merger in the form attached hereto as Exhibit F, which documents shall set forth the effects of the KRT Trust II Merger. Immediately following the KRT Trust II Merger, (i) KRT Trust II will merge with and into KRT Partnership, and KRT Partnership shall be the surviving entity (the "KRT Partnership Merger") and (ii) the agreement of limited partnership of KRT Partnership shall be amended and restated to read as set forth on Exhibit N hereto. Immediately prior to the effective time of the KRT Partnersh...
Preliminary Transactions. (a) Vectura and its Subsidiaries shall organize NMI Holdings, and shall cause to be transferred to NMI Holdings, and to one or more other Delaware limited liability companies wholly owned by NMI Holdings, all assets and liabilities of NMI and all assets and liabilities of Vectura and its Subsidiaries other than any Vectura Excluded Assets and Vectura Excluded Liabilities.
Preliminary Transactions. Prior to the Principal Closing, Forest City, the BCR Entities and the BCR Individuals will perform, or will cause to be performed, the Preliminary Transactions.
Preliminary Transactions. As promptly as practicable following the date hereof, FMCTI shall take all action necessary and appropriate, in accordance with applicable Law, to form the Transaction Entities and consummate the Preliminary Transactions as described in Section 5.16(a) of the FMCTI Disclosure Letter. To the extent that Section 5.16(a) of the FMCTI Disclosure Letter provides that a specific action within the Preliminary Transactions shall occur as of a particular date or time relative to other actions, such action shall be taken as of or prior to such date or time. Each party shall have the right to implement reasonable modifications to the steps set forth in Section 5.16(a) of the FMCTI Disclosure Letter, subject to the consent of the other party, which consent shall not be unreasonably delayed, conditioned or withheld. FMCTI shall keep Technip reasonably informed with respect to the status of, and any material developments in connection with, the Preliminary Transactions. All transfer and other documents required to implement the Preliminary Transactions shall be prepared by FMCTI and shall be subject to prior approval by Technip, which approval shall not be unreasonably delayed, conditioned or withheld; provided that the substantive terms of such documents shall be jointly determined in good faith by Technip and FMCTI.
Preliminary Transactions. The Preliminary Transactions shall have been completed.
Preliminary Transactions. The Distribution in Kind and the Interim Dividend to be decided on by Christian Dior are contingent upon LVMH’s and Financière Xxxx Xxxxxx’x prior approval of the distribution of Hermès shares to their respective shareholders according to the following terms: − LVMH’s combined shareholders’ meeting to be held on November 25, 2014 will decide on an exceptional distribution in kind of Hermès shares to its shareholders, including Financière Xxxx Xxxxxx (the “LVMH Exceptional Distribution”); and − Financière Xxxx Xxxxxx’x President will decide on November 26, 2014 to distribute to Christian Dior, its sole shareholder, all of the Hermès shares received in connection with the LVMH Exceptional Distribution as an interim dividend (the “FJG Interim Dividend”). The detachment and the payment of both the LVMH Exceptional Distribution and of the FJG Interim Dividend will both occur on December 17, 2014. As stated above, the distribution of Hermès shares to Christian Dior shareholders will be carried out partly through the Distribution in Kind, and the remainder will be distributed through the Interim Dividend.
Preliminary Transactions. Prior to or concurrent with the Closing, Seller has effected, or caused to be effected, the following transactions (collectively, the “Preliminary Transactions”):
