Viasys definition
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 shall not make, and shall not permit any member of the Thermo Electron Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Viasys or any member of the Viasys Group, or any other Person released pursuant to Section 5.5(b), with respect to any Liabilities released pursuant to Section 5.5(b).
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.
Viasys acknowledges that, prior to the date of this Agreement, it has had primary responsibility for the operation and management of the Viasys Business, and Thermo Electron acknowledges that, prior to the date of this Agreement, it has had primary responsibility for the operation and management of the Thermo Electron Business.
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.
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.
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.
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.
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.
All action and other documents and instruments deemed necessary or advisable in connection with the transactions contemplated hereby shall have been taken or executed, as the case may be, in form and substance reasonably satisfactory to Thermo Electron and Viasys.