Examples of Distributed Companies in a sentence
The outstanding debt of the Retained Companies shall not exceed $1.4 billion (after giving effect to the Transactions and assuming conversion of all issued and outstanding 2001 Notes) and the outstanding debt of the Distributed Companies shall be at least $130 million plus the expenditures by the entities comprising such Distributed Companies for acquisitions after the date hereof.
Except as set forth on Schedule 3.01(t), none of the obligations or liabilities of any of the Distributed Companies will be guaranteed by or subject to a contingent obligation of any of the Retained Companies following the Distributions (excluding lease guarantees involving obligations in an aggregate amount not to exceed $100,000).
Each holder of Company Common Stock who would otherwise be entitled to receive a fractional share of the common stock of any of the Distributed Companies pursuant to the Distributions shall receive cash in lieu of such fractional share.
Immediately following the Distributions, the Company shall not own any capital stock of the Distributed Companies or the Distributed Company Subsidiaries.
Without limiting the foregoing, the Company and the Distributed Companies or their respective Subsidiaries, as appropriate, shall use commercially reasonable efforts to obtain all consents and approvals, to enter into all agreements and to make all filings and applications that may be required or are reasonably necessary for the consummation of the Transactions, including, without limitation, all applicable governmental and regulatory filings.
Except as provided in this Article, the Company shall keep in effect all policies under its Insurance Program as of the date hereof insuring the Distributed Companies' Assets and the operations of the Distributed Companies' Businesses until 12:00 midnight (Eastern time) on the Distribution Date, except to the extent that a Distributed Company shall have earlier obtained appropriate coverage and notified the Company in writing to that effect.
In furtherance of the transfer of the capital stock of the Distributed Company Subsidiaries to the relevant Distributed Companies and the assumption of the Distributed Companies' Liabilities set forth in this Article II, at or prior to the Distribution Time, the parties agree to effect the transactions, if any, described in Schedule 2.11 attached hereto.
Notwithstanding anything to the contrary herein, this Benefits Agreement is solely for the benefit of the Company and the Distributed Companies.
Effective as of the Distribution Date, each of the Distributed Companies will assume or retain sponsorship of their respective Stand-Alone Plans that are medical (including dental) plans and arrangements and will assume or retain responsibility for continuation health coverage under ERISA Section 601 et seq.
Each of the Company and the Distributed Companies covenants to maintain insurance policies related to such Company's or Distributed Company's indemnification obligations under this Agreement with similar covenants, limits and deductibles as in effect as of 12:01 a.m. on the day following the Distribution Date for a period of four years from such date and time.