Examples of Viasys in a sentence
This Agreement may be amended or modified only in writing executed on behalf of Thermo Electron and Viasys.
Thermo Electron and Viasys agree to cooperate with respect to the implementation of this Agreement and the Ancillary Agreements and to execute such further documents and instruments as may be necessary to confirm the transactions contemplated hereby.
Thermo Electron and Viasys acknowledge that each is duly organized, validly existing and in good standing under the laws of the State of Delaware, with requisite corporate power to own their respective properties and assets and to carry on their respective businesses as presently conducted or contemplated.
This Agreement and the Ancillary Agreements (including exhibits and schedules) shall have been approved by the Thermo Electron Board and the Viasys Board and shall have been executed and delivered by appropriate officers of Thermo Electron and Viasys.
No legal proceedings affecting or arising out of the transactions contemplated hereby or which could otherwise affect Thermo Electron or Viasys in a materially adverse manner shall have been commenced or threatened against Thermo Electron, Viasys or the directors or officers of either Thermo Electron or Viasys.
The restricted shares of Viasys Common Stock so issued shall be subject to terms and conditions equivalent to those applicable to the restricted shares of Thermo Electron Common Stock, as effective immediately prior to the Distribution Date.
Such terminations and/or replacement arrangements shall include or have the effect of providing a full and complete release of Thermo Electron, all other members of the Thermo Electron Group and the Representatives of the Thermo Electron Group (other than the members of the Viasys Group) of all of the obligations of the Thermo Electron Group and its Representatives under, or in connection with, the TMO Letter of Credit Guarantees.
Thermo Electron and Viasys have prepared, and Viasys has filed with the Commission, the Form 10, which includes the Information Statement, setting forth appropriate disclosure concerning Viasys, the Distribution and any other appropriate matters required to be stated therein.
Thermo Electron and Viasys shall use their respective reasonable efforts to cause the Form 10 to become effective under the Exchange Act as promptly as reasonably practicable, and thereafter Thermo Electron or its agent shall promptly mail the Information Statement to all of the appropriate holders of Thermo Electron Common Stock.
Thermo Electron and Viasys shall use reasonable efforts to take all such actions as may be necessary or appropriate under state securities and blue sky laws in connection with the transactions contemplated by this Agreement.