The Harbor Contribution Sample Clauses

The Harbor Contribution. Section 2.13 (Additional Payments) is hereby amended and restated in its entirety as follows:

The Harbor Contribution. Section 2.10 (Minority Interests) is hereby amended and restated in its entirety as follows:

The Harbor Contribution. Section 2.1 Contribution of Spinco Assets and Spinco Liabilities; Issuance of Spinco Common Stock. (a) Subject to Section 2.1(c) and Section 2.2 and, in the case of Information, ARTICLE VIII, effective on or prior to the Distribution Date, and in any event prior to the Distribution Time, Harbor shall use, and shall cause its Affiliates to use, their respective reasonable best efforts to consummate the transactions contemplated hereby, including the Restructuring. On the terms and subject to the conditions set forth in this Agreement, at or prior to the Distribution Time: (i) Harbor shall, or shall cause the applicable member of the Harbor Group to, transfer, assign, deliver and convey to Spinco or the applicable Spinco Subsidiary all of their right, title and interest in and to the Spinco Assets other than the capital stock of, or other equity interests in, a Spinco Subsidiary; (ii) Harbor shall, or shall cause the applicable member of the Harbor Group to, assign, and the applicable member of the Spinco Group to, accept and assume, all of the Spinco Liabilities; (iii) Harbor shall, or shall cause the applicable member of the Spinco Group to, transfer, assign, deliver and convey to Harbor or the applicable member of the Harbor Group all of their right, title and interest in and to the Excluded Assets; (iv) Harbor shall, or shall cause the applicable member of the Spinco Group to, assign, and the applicable member of the Harbor Group to, accept and assume, all of the Excluded Liabilities; and (v) Harbor shall effect the Harbor Contribution. (b) In consideration for the transactions described in Section 2.1(a)(v), prior to the Distribution Time, Spinco shall issue to Harbor a number of shares of Spinco Common Stock equal to the Harbor Share Number; provided, that, for the avoidance of doubt, Harbor shall in no event own less than eighty percent (80)% (i.e., an amount constituting “control,” as measured under Section 368(c) of the Code) of the shares of Spinco Common Stock at the Distribution Time. (c) For the avoidance of doubt, Harbor may effect the Restructuring in any form or manner that it deems necessary or desirable, so long as (i) immediately prior to the Distribution, all of the Spinco Assets and Spinco Liabilities, and no other Assets or Liabilities, are held by Spinco or one or more Spinco Subsidiaries (other than any Delayed Transfer Assets or Delayed Transfer Liabilities) and (ii) any such change would not (A) be inconsistent with the intended Tax...

The Harbor Contribution