SpinCo Certificate of Incorporation and SpinCo Bylaws. On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws of SpinCo, respectively.
Appears in 33 contracts
Samples: Separation and Distribution Agreement (Vestis Corp), Separation and Distribution Agreement (Aramark), Separation and Distribution Agreement (Vestis Corp)
SpinCo Certificate of Incorporation and SpinCo Bylaws. On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws bylaws, respectively, of SpinCo, respectively.
Appears in 7 contracts
Samples: Separation and Distribution Agreement (3m Co), Separation and Distribution Agreement (Solventum Corp), Separation and Distribution Agreement (Solventum Corp)
SpinCo Certificate of Incorporation and SpinCo Bylaws. On or prior to the Distribution Date, Parent Ventas and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become be the certificate of incorporation and bylaws of SpinCo, respectively.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Ventas Inc), Separation and Distribution Agreement (Care Capital Properties, Inc.), Separation and Distribution Agreement (Care Capital Properties, Inc.)
SpinCo Certificate of Incorporation and SpinCo Bylaws. On or prior to the Distribution Date, Parent YUM and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the amended and restated certificate of incorporation and amended and restated bylaws of SpinCo, respectively.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Yum Brands Inc), Separation and Distribution Agreement (Yum China Holdings, Inc.), Separation and Distribution Agreement (Yum China Holdings, Inc.)
SpinCo Certificate of Incorporation and SpinCo Bylaws. On or prior to the Distribution Date, Parent Rayonier and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws of SpinCo, respectively.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Rayonier Inc), Separation and Distribution Agreement (Rayonier Advanced Materials Inc.), Separation and Distribution Agreement (Rayonier Holding Co)
SpinCo Certificate of Incorporation and SpinCo Bylaws. On or prior to the Distribution Date, Parent KAR and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws bylaws, respectively, of SpinCo, respectively.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (IAA, Inc.), Separation and Distribution Agreement (KAR Auction Services, Inc.), Separation and Distribution Agreement (IAA Spinco Inc.)
SpinCo Certificate of Incorporation and SpinCo Bylaws. On or prior to the Distribution Date, Parent the Company and SpinCo shall take all necessary actions so that, as of the Effective TimeDistribution, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws of SpinCo, respectively, and, subject and pursuant to Section 2.4 of the Merger Agreement, the Surviving Entity.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Jacobs Solutions Inc.)
