Timing and Conditions. Subject to Section 9(d), the receipt of any benefits pursuant to Section 7(b) or 7(c), as applicable, (other than the Accrued Obligations) will be subject to (i) your signing and not revoking a release of claims agreement in the form attached hereto as Exhibit B, (ii) such release becoming effective and irrevocable within sixty (60) days of your termination of Employment (the expiration of such sixty-day period, the “Release Deadline”), and (iii) your resignation from the Board, which resignation shall be effective simultaneously with your termination of Employment, unless otherwise requested in writing by the Company. The first payment of any portion of the Severance in Section 7(b)(ii) or Section 7(b)(iii)(y) or the CIC Severance in Section 7(c)(i) shall begin on the first payroll date immediately following the Release Deadline and such first payment shall include any installments that otherwise would have been paid during the period commencing on the termination of Employment and ending on the Release Deadline. Furthermore, payments under Section 7(b)(iii) shall cease immediately upon your coverage under a new health plan by a subsequent employer or your reimbursement of premiums by another employer, and you shall immediately inform of the Company of such coverage immediately following your commencement of employment elsewhere.
Timing and Conditions. The Separation shall be effected in accordance with the Spinoff Plan and shall be completed only after all the conditions to the Merger as set forth in Article VII of the Merger Agreement have been satisfied or waived in accordance with their terms, other than (a) the condition set forth in Section 7.3(g) of the Merger Agreement with respect to the Separation, and (b) those conditions that by the nature of their terms are to be satisfied at the Closing.
Timing and Conditions. The Separation shall occur only after all the conditions to the Merger as set forth in Article VII of the Merger Agreement have been satisfied or waived in accordance with their terms, other than (a) the condition set forth in Section 7.1(d) of the Merger Agreement with respect to the completion of the Spin-Off Transaction and (b) those conditions that by the nature of their terms are to be satisfied at the Closing. The Spin-Off Transaction shall occur following the consummation of the Separation, as set forth in Article III below, and immediately prior to the Effective Time of the Merger under the Merger Agreement.
Timing and Conditions. The Separation shall occur only after all the conditions to the Merger as set forth in Article VII of the Merger Agreement have been satisfied or waived in accordance with their terms, other than (a) the condition set forth in Section 7.1(d) of the Merger Agreement with respect to the completion of the Spin-Off Transaction and (b) those conditions that by the nature of their terms are to be satisfied at the Closing. The Spin-Off Transaction shall occur following the consummation of the Separation, as set forth in Article III below, and immediately prior to the Effective Time of the Merger under the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, SpinCo shall (x) receive the benefit of all current assets (including cash, receivables and work in process) of DG and shall be responsible for all liabilities of DG, in each case, generated by DG prior to 11:59 pm Central time on February 7, 2014 and (y) have access to and maintain control over all accounts, including bank accounts and lock box accounts, of the Company until 11:59 pm Central time on February 7, 2014
