Common use of Spinoff Clause in Contracts

Spinoff. Immediately following the Effective Time, Trafalgar shall contribute all tangible assets and intellectual property rights of Trafalgar held immediately prior to the Merger to Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇ shall assume all liabilities incurred by Trafalgar prior to the Merger (the "Spinoff"). The Spinoff will be effected in compliance with all applicable laws, including without limitation, the applicable provisions of the NRS and any other applicable state and federal laws. The consummation of the Spinoff will not require any consent, release, waiver or approval that would adversely affect Trafalgar. The consummation of the Spinoff will not give rise to or trigger the application of any right of any third party that has not been waived by such party in a writing signed by it. The consummation of the Spinoff will not conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of (a) any provision of the Articles of Incorporation or Bylaws of Trafalgar; (b) any note, bond, lease, mortgage, indenture, license, franchise, permit, agreement, contract or other instrument or obligation (whether oral or written) to which Trafalgar is or was a party or by which Trafalgar is or was bound; or (c) any federal, state, local or foreign statute, law concession, grant, franchise, permit or other governmental authorization or approval applicable to Trafalgar."

Spinoff. Immediately following the Effective Time, Trafalgar shall contribute have contributed all of the tangible assets and intellectual property rights of Trafalgar held immediately prior to the Merger to Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇ shall assume have assumed substantially all of the liabilities incurred by of Trafalgar of any kind whatsoever prior to the Merger Effective Time (the "“Spinoff"”). The Spinoff will be effected in compliance with all applicable laws, including without limitation, the applicable provisions of the NRS and any other applicable state and federal laws. The consummation of the Spinoff will not require any consent, release, waiver or approval that would adversely affect Trafalgar. The consummation of the Spinoff will not give rise to or trigger the application of any right of any third party that has not been waived by such party in a writing signed by it. The consummation of the Spinoff will not conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of (a) any provision of the Articles of Incorporation or Bylaws of Trafalgar; (b) any note, bond, lease, mortgage, indenture, license, franchise, permit, agreement, contract or other instrument or obligation (whether oral or written) to which Trafalgar is or was a party or by which Trafalgar is or was bound; or (c) any federal, state, local or foreign statute, law concession, grant, franchise, permit or other governmental authorization or approval applicable to Trafalgar."