Definition of Pre-Closing Brazil Spin Off Transactions


Pre-Closing Brazil Spin Off Transactions means the transactions described in Appendix K. For purposes of this Agreement, the Pre-Closing Brazil Spin Off Transactions shall be deemed to have been completed upon (i) the due registration with the Sao Paulo Board of Trade of the Spin Off Agreements and Instruments; (ii) the filing (protocolo) of the necessary documents and instruments to provide for the transfer of the Business Intellectual Property from ARM Brazil to the Acquired Brazil Company before the Brazilian Patents and Trademarks Office (INPI); (iii) delivery to the Buyers of a duly updated foreign investment consolidated statement (RDE-IED) reflecting the effects of such spin off transactions; and (iv) all Business Assets and Business Liabilities shall have been duly registered in the appropriate books and records of the Acquired Brazil Company, and in each case there shall not have been until the Effective Time any uncured opposition or objection by any creditors of ARM Brazil.
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