General Signal definition
Examples of General Signal in a sentence
Ancor hereby consents to the proposed acquisition, merger or consolidation of Inrange and/or its parent, General Signal Corporation, by or with SPX Corporation or any of its affiliates.
Notwithstanding anything to the contrary contained herein, SPX shall be responsible for and pay any and all liability for any Income Taxes of INRANGE resulting from the distribution on May 19, 2000 by INRANGE of 1000 shares of the Class A Common Stock of General Signal Healthcare Management, Inc., a Delaware corporation, to General Signal Holdings Company, the sole stockholder of INRANGE.
General Signal shall determine the extent to which any such foreign tax credit has been Actually Realized, and such determination shall be final and binding upon the parties (subject to adjustment in the event of a subsequent Final Determination).
Prior to the Distribution Date, Networks shall (i) execute all documents and agreements necessary to assume all obligations and liabilities under the Tautron IRB (such that General Signal may be released and discharged from the same) and (ii) obtain a letter of credit in favor of the trustee to the Tautron IRB which, in form, substance and amount, is the equivalent of the $7,875,000 letter of credit posted by Wachovia Bank of Georgia, N.A. and secured by a reimbursement agreement with General Signal.
General Signal shall have the right but not the obligation to pay premiums (retrospectively-rated or otherwise) under the General Signal Combined Policies with respect to Networks Liabilities which are Insured Claims under the General Signal Combined Policies to the extent that Networks does not pay such premiums, whereupon Networks shall forthwith reimburse General Signal for any premiums paid by General Signal with respect to such Networks Liabilities.
On or prior to the Distribution Date, subject to Section 5.1(a), General Signal shall, or shall cause its appropriate Subsidiaries to, contribute, grant, convey, assign and otherwise transfer and deliver or cause to be Contributed to Networks all of General Signal's right, title and interest in the Contributed Assets (the "Contribution").
For so long as any Data Switch Warrant remains outstanding and exercisable, General Signal shall at all times keep reserved, out of its authorized capital stock, a number of shares of General Signal Common Stock at least equal to the number of shares of General Signal Common Stock purchasable upon exercise of all outstanding Data Switch Warrants.
The Networks Group shall continue to be responsible for reimbursing the General Signal Group for all Liabilities incurred under such Welfare Benefit Plans to or with respect to Networks Employees, Networks Former Employees and Networks Beneficiaries with respect to participation therein through the Distribution Date.
Such cooperation shall include, without limitation, providing any information and representations reasonably requested by General Signal or its counsel to enable General Signal or its counsel to make any such determination or to obtain and maintain any subsequent ruling with respect to the Distribution.
General Signal and Networks agree that, except as specifically provided by law or otherwise in this Agreement, individuals who, in connection with the Distribution, become Networks Employees shall not be deemed to have experienced a termination or severance of employment from Monsanto and its subsidiaries for purposes of any Plan that provides for the payment of severance, redundancy, salary continuation or similar benefits.