The Restructuring. Section 2.1 Transfers of Assets and Assumptions of Liabilities 18 Section 2.2 DevCo Assets and SpinCo Assets 24 Section 2.3 SpinCo Liabilities and DevCo Liabilities 25 Section 2.4 Termination of Intercompany Agreements 26 Section 2.5 Settlement of Intercompany Accounts 27 Section 2.6 Replacement of Guarantees 27 ARTICLE III
The Restructuring. Prior to the Distribution, the Company shall take any and all steps necessary and desirable to segregate the assets, liabilities and other accounts properly belonging to each of the Company and ABF so as to assure the smooth and effective transition of the ABF Business after the Distribution. In connection with the restructuring and the assignment of assets and the assumption of liabilities rightfully belonging to each of the Company and ABF, the parties shall execute, or cause to be executed by the appropriate entities, the conveyancing and assumption instruments in such forms as the parties shall reasonably agree.
The Restructuring. Section 2.1 Business Separation 10 Section 2.2 Conveyancing and Assumption Agreements 11 Section 2.3 Certain Resignations 11 Section 2.4 Other Agreements 11 Section 2.5 Transfers Not Effected Prior to the Distribution 11 Section 2.6 Debt Exchange; Other Financing Arrangements 12 Section 2.7 Financial Instruments 13 ARTICLE III THE DISTRIBUTION
The Restructuring. Prior to the Distribution, the Company will cause the following transactions to occur, but not necessarily in the order listed: (i) the Merger of Xxxxxxxx with and into Hotel; (ii) the Company to contribute to Hotel's capital $4,100,000 of 8% Class A Preferred Stock of PPRA (the "Condado Plaza Preferred Stock"), together with accrued and unpaid dividends and net intercompany accounts due the Company from the Hotel and Casino Business (approximately $4,500,000 as of December 31, 1996) excluding the amount due from the Company to ESJ; (iii) the Company to pay its outstanding intercompany receivable due ESJ (approximately $5,077,000 at December 31, 1996); (iv) the Company to make a capital contribution to Hotel of an amount when added to the amount of the intercompany receivable due ESJ equals $6,000,000; (v) PPRA to pay all accrued and unpaid dividends on the Condado Plaza Preferred Stock and redeem a portion of such shares for an aggregate redemption price exclusive of dividends of approximately $2,050,000 (vi) WHGI to pay dividends of not less than $3,500,000 to the holders of WHGI common stock (vii) WPI to merge with and into ESJ; and (viii) Hotel to transfer to PPRA all of the common stock of ESJ and the capital stock of WHGI owned by it in consideration of the issuance of additional shares of capital stock of PPRA. The foregoing transactions are hereinafter collectively referred to as the "Restructuring."
The Restructuring. (a) As soon as reasonably practicable, KHD and MFC shall apply to the United States Securities and Exchange Commission for the Rule 12g3-2(b) Exemption and apply to all relevant Canadian securities commissions for a discretionary exemption order (the “Exemption Order”) in connection with the KHD Distribution.
The Restructuring. Parent shall take the following actions prior to Closing (except with respect to Sections 9.1(a)(ii) and 9.1(i), wherein certain actions may be taken after the Closing, as indicated therein), notwithstanding any terms or provisions of this Agreement expressly or impliedly to the contrary.
The Restructuring. The Restructuring shall have been consummated pursuant to documentation reasonably satisfactory to the Administrative Agent.
The Restructuring. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, and provided that all of the conditions set forth in Article VIII to be satisfied prior to the Closing have been satisfied or duly waived, the Company shall take the actions set forth in Schedule 2.1(a). By virtue of the transfers contemplated by Schedule 2.1(a), TCI Group will obtain ownership of, among other things, (i) 31,060,000 @Home Class A Shares and 15,400,000 @Home Class B Shares (representing all of the shares of capital stock of @Home owned directly or indirectly by the Company), together with any dividends, distributions or other consideration whatsoever paid or distributed in respect thereof after the date of this Agreement, (ii) 1,011,528 shares of Class A common stock of TCG and 48,779,388 shares of Class B common stock of TCG (representing all of the shares of capital stock of TCG owned directly or indirectly by the Company), together with any dividends, distributions or other consideration whatsoever paid or distributed in respect thereof or in exchange therefor after the date of this Agreement, and (iii) all of the assets of or outstanding equity interests in NDTC, together with any dividends, distributions or other consideration whatsoever paid or distributed in respect thereof after the date of this Agreement. The actions contemplated by Schedule 2.1(a) will be effected on a tax-free basis to the extent feasible, without creating any deferred intercompany gain or other tax consequences, in a manner reasonably satisfactory to Parent.
The Restructuring. Section 2.1 Transfers of Assets and Assumptions of Liabilities 15 Section 2.2 Termination of Intercompany Agreements 19 Section 2.3 Settlement of Intercompany Account 19