The Spinoff Sample Clauses

The Spinoff. Section 3.01. The Spinoff ......................................... 11

The Spinoff. (a) The Spinoff will consist of a partial spinoff of Olimpia as a consequence of which ▇▇▇▇ will receive the pro-quota of Olimpia’s assets and liabilities. (b) The reference date, including for the determination of the pro-quota of the assets and liabilities and without prejudice to paragraph 9.02, of the Spinoff (the “Relevant Date”) will be: (i) the Initial Term, in the event of Standstill and in the event of failure to renew the Agreements on the original expiration or on the expiration of the subsequent renewal periods (without prejudice to paragraph 8.05(b) above); and (ii) a date coinciding with the third (3rd) Business Day following the date of the relevant event for the purposes of Accelerated Standstill, in the event of Accelerated Standstill. (c) Without prejudice to paragraph 9.06 below, the Current Olimpia Shareholders must take all necessary steps to complete the Spinoff within six (6) months: (i) from the Initial Term, in the event of Standstill and in the event of failure to renew the Agreements on the original expiration or on the expiration of the subsequent renewals periods; and (ii) from the date of receipt of the Accelerated Standstill Notice, in the event of Accelerated Standstill.

The Spinoff. (a) As of the Redemption Date, the Spincos shall own all of the assets and have assumed all of the liabilities (whether accrued, absolute, contingent or otherwise) of the Timber Group and no other assets and liabilities (the "Separation"). The Spincos have entered into the Separation Agreement with G-P dated as of the date hereof (the "Separation Agreement"). A notice of redemption shall be sent by G-P to the holders of Timber Group Common Stock (the "Notice of Redemption") 30 "trading days" (as defined in G-P's Articles of Incorporation) prior to the Redemption upon satisfaction or waiver of the conditions set forth in Section 7.01, 7.02 and 7.03 hereof (excluding conditions that, by their nature, cannot be satisfied until the date that such notice is given (the "Notice of Redemption Date")), and subject to the satisfaction or waiver of the conditions set forth in Section 7.04 and 7.05, the Redemption shall occur on the last fiscal day of the month on the thirtieth trading day after the Notice of Redemption Date. (b) The Units shall be evidenced by the certificates formerly representing shares of Timber Group Common Stock until exchanged for certificates representing the consideration provided for by Section 3.01(a) in accordance with Section 3.02 and the shares of common stock of each Spinco shall not be separately transferrable.

The Spinoff. Upon the terms and subject to the conditions of this Agreement, ProcureNet and Fish▇▇ ▇▇▇ll effect and consummate the Spinoff in accordance with this Agreement and as described in the Information Statement.

The Spinoff. Upon the terms and subject to the conditions of this Agreement, GenTek and GCG shall effect and consummate the Spinoff in accordance with this Agreement and as described in the Information Statement.

The Spinoff. The Spinoff Documents have been executed and delivered by all parties thereto and represent the valid and binding agreement of the parties thereto, enforceable in all material respects in accordance with their terms (except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity). On and as of the Initial Borrowing Date, the execution and delivery by Borrower of the Spinoff Documents, and the performance by Borrower and each Company of its obligations thereunder (a) are within the corporate power of such Company, (b) have been duly authorized by all necessary corporate action on the part of such Company, (c) require no action by or in respect of, or filing with any Governmental Authority, which action or filing has not been taken or made on or prior to the date of the initial Borrowing hereunder except where the failure to take or make such actions or filings could not reasonably be expected to be a Material Adverse Event, (d) do not violate any provision of the articles of incorporation or bylaws of such Company, (e) do not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) do not violate any Material Agreements to which it is a party, other than such violations which could not be a Material Adverse Event, (g) do not result in the creation or imposition of any Lien on any asset of any Company or their predecessors in interest (other than Permitted Liens), and (h) immediately prior to, and after giving pro forma effect thereto, no Default or Potential Default exists or arises under the Loan Documents. On and as of the Initial Borrowing Date, the Companies have obtained all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order for such Company to effectuate the Spinoff and the transactions contemplated by the Spinoff Documents, except to the extent any such failure could not be a Material Adverse Event and would not reasonably be expected to materially impair the value to the Companies of, or the benefits to be derived by the Companies or their predecessors in interest from, the Spinoff. On the Initial Borrowing Date, all conditions precedent under the Spinoff Documents, to the parties' obligations to consummate the Spinoff have been satisfied in all material respects or waived in compliance with SECTION 9.28(b), and concurrently with the Initial Borrowing Date, th...

The Spinoff