Separation Transaction Sample Clauses

Separation Transaction. In no event shall the Corporation consummate the Separation Transaction at any time prior to the Escrow Release Time.
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Separation Transaction. The Investor acknowledges and agrees that Corporation may undertake the Separation Transaction at any time in its discretion following the Escrow Release Date until the Separation Outside Date, and that the parties intend for the investments of the Investor in either the Corporation or SpinCo as described herein to occur irrespective of whether the Separation Transaction will occur. The Corporation further covenants and agrees that it will cause SpinCo to be the entity that holds the Xxxxxxx Pass Project as the separate business in connection with any Separation Transaction. If the Corporation has not completed the Separation Transaction by the Separation Outside Date, the Corporation agrees to not proceed with any Separation Transaction without the Investor's prior written consent.
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Separation Transaction. For the avoidance of doubt, from and after the Separation Closing Date, the covenants, Events of Default and other provisions of this Indenture and the Notes shall no longer apply to LGEC and its Restricted Subsidiaries (including the Initial Issuer), as applicable, and shall apply only to StudioCo Parent and its Restricted Subsidiaries (including the Successor Issuer), as applicable. Upon consummation of the Separation Transaction and entry into the Successor Issuer Supplemental Indenture, the Initial Issuer shall be automatically and unconditionally released and discharged from all obligations under the Indenture and the Notes without any further action by any Holder or any other person. Furthermore, any Person who becomes a beneficial owner of the Notes, on behalf of itself and its predecessors, successors, assigns, agents, subsidiaries, controlled Affiliates and representatives, automatically and irrevocably and forever agrees to be bound by the terms of Sections 4 and 13 of that certain Supplemental Indenture No. 10, dated as of May 8, 2024 to the LGCH Indenture (the “LGCH Supplemental Indenture”) to the same extent as if such person were a Consenting Noteholder (as defined therein).
Sample 1
Separation Transaction. On the terms and subject to the conditions to be set forth in the Separation Agreement, immediately following the Closing, Blackstone (directly and through its Subsidiaries and Affiliates) shall cause the Separation Transaction to be effected in accordance with the terms of such Separation Agreement.
Sample 1
Separation Transaction. ListCo shall take and cause to be taken all actions necessary so that the Separation shall be consummated on the Closing Date, immediately after the Effective Time, or on a later date, as mutually agreed by the Parties. Upon consummation of the Separation, except as set forth in Schedule 5.25, neither ListCo nor the Surviving Entity shall have any obligations or liabilities, contingent or otherwise, relating to SpinCo and shall have no affiliation with any Subsidiaries or ListCo other than the Surviving Entity. During the Interim Period, any waiver, amendment, termination, or other material decision with respect to the Separation which could impact ListCo after the Closing shall be determined by the ListCo Board.
Sample 1
Separation Transaction. All of the conditions to the obligations of each Party to consummate the Separation shall have been satisfied, other than the Closing, which shall include a valuation of SpinCo and the assets underlying the Separation.
Sample 1

Related to Separation Transaction

  • Limited Condition Transaction In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 121, and any Default, Event of Default or specified Event of Default, as applicable, occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:

  • Limited Condition Transactions (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.

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