CONDUCT OF BUSINESS PENDING. THE MERGER
CONDUCT OF BUSINESS PENDING. THE MERGER SECTION 5.01 Conduct of Business by the Company Pending the Merger......................................... 42 SECTION 5.02 Conduct of Business by IHK and the IHK Subsidiaries Pending the Merger................................. 45
CONDUCT OF BUSINESS PENDING. CLOSING 55 6.1 Business in the Ordinary Course 55 6.2 No Material Changes 57 6.3 Compensation 57 6.4 Employee Benefit Plans 57 7. CONDITIONS TO OBLIGATIONS OF YORKSHIRE AND THE YORKSHIRE ENTITIES 57 7.1 Representations and Warranties 57 7.2 Compliance with Covenants and Conditions 58 7.3 Closing Certificates 58 7.4 Consents 58 7.5 Passage of Resolutions 58 7.6 Admission to Official List 58 7.7 No Inconsistent Requirements 58 7.8 No Injunction 58 7.9 Additional Agreements and Closing Documents 59 7.10 Related Party Matters 59 7.11 Adverse Conditions 59 8. CONDITIONS TO OBLIGATIONS OF THE CK WITCO ENTITIES 59 8.1 Representations and Warranties 59 8.2 Compliance with Covenants and Conditions 59 8.3 Closing Certificates 59 8.4 Consents 60 8.5 Passage of Resolutions 60 8.6 No Inconsistent Requirements 60 8.7 No Injunction 60 8.8 Admission to Official List 60 8.9 Additional Agreements and Closing Documents 60 8.10 Adverse Conditions 60 9. INDEMNITIES 60 9.1 General Indemnification of the Yorkshire Entities 60 9.2 Payment 61 9.3 Defense of Claims 62 9.4 Indemnification of the CK Witco Entities by Yorkshire and Americas 63 9.5 Environmental Indemnity 64 9.6 Taxation Schedule Indemnity 76 9.7 No Contribution by Europe or any Acquired Entity76 9.8 Minimum Losses 77 9.9 Maximum Indemnification 77 9.10 Subrogation 78 9.11 Adjustments to Indemnification 78 9.12 Sxxxx Road Indemnity 78 9.13 BCC Indemnity 79 9.14 Dusseldorf Indemnity 79 9.15 Exclusive Remedy 79 9.16 Duty to Mitigate 79 9.17 After-Tax Payments 79 9.18 Pensions Indemnity 81 10. SURVIVAL 81 10.1 Survival 81 11. TERMINATION 82 11.1 Termination for Certain Causes. 82 11.2 Procedure on and Effect of Termination 83 12. MISCELLANEOUS 83 12.1 Notices 83 12.2 Counterparts 85 12.3 Entire Agreement 85 12.4 Governing Law, Dispute Resolution 85 12.5 Successors and Assigns 85 12.6 Partial Invalidity and Severability 85 12.7 Waiver 86 12.8 Headings 86 12.9 Number and Gender 86 12.10 Construction 86 12.11 Time of Performance 86 13. CERTAIN DEFINITIONS; INDEX OF DEFINITIONS 86 13.1 Certain Definitions 86 13.2 Index to Definitions 91 *This Table of Contents does not constitute a part of this Agreement. SCHEDULE OF EXHIBITS* Exhibit Reference Exhibit Name Exhibit A-1 Lxxxxx Land Exhibit A-2 Charlotte Land Exhibit A-3 Greenville Land Exhibit A-4 Dxxxxx Land Exhibit B Leased Real Property Exhibit C BCC Tangible Personal Property Exhibit D Registered Trademarks and Service Marks Exhibit D-1 Excluded Registered Marks Exhibit E ...
CONDUCT OF BUSINESS PENDING. CONSUMMATION 37 5.1 Affirmative Covenants of Seller and Buyer. 37 5.2 Negative Covenants of Seller. 38 5.3 Adverse Changes in Condition. 40 5.4 Reports. 40 ARTICLE 6 ADDITIONAL AGREEMENTS 41 6.1 Shareholder Approvals. 41 6.2 Registration of Buyer Common Stock. 42 6.3 Other Offers, etc. 43 6.4 Consents of Regulatory Authorities. 44 6.5 Agreement as to Efforts to Consummate. 44 6.6 Investigation and Confidentiality. 44 6.7 Press Releases. 45 6.8 Charter Provisions. 45 6.9 Employee Benefits and Contracts. 45 6.10 Section 16 Matters. 47 6.11 Indemnification. 47 ARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 48 7.1 Conditions to Obligations of Each Party. 48 7.2 Conditions to Obligations of Buyer. 49 7.3 Conditions to Obligations of Seller. 50 ARTICLE 8 TERMINATION 51 8.1 Termination. 51 8.2 Effect of Termination 52 8.3 Termination Fee. 52 8.4 Non-Survival of Representations and Covenants. 53 ARTICLE 9 MISCELLANEOUS 53 9.1 Definitions. 53 9.2 Expenses. 62 9.3 Entire Agreement. 62 9.4 Amendments. 62 9.5 Waivers. 62 9.6 Assignment. 63 9.7 Notices. 63 9.8 Governing Law. 63 9.9 Counterparts. 64 9.10 Captions; Articles and Sections. 64 9.11 Interpretations. 64 9.12 Enforcement of Agreement. 64 9.13 Severability. 64
CONDUCT OF BUSINESS PENDING. THE MERGER SECTION 6.01. Conduct of Business by the Company Pending the Merger.... 27 SECTION 6.02.
CONDUCT OF BUSINESS PENDING. THE MERGERS Section 6.1 Covenants of PSNC...........................................36 Section 6.2 Covenants of SCANA..........................................41
CONDUCT OF BUSINESS PENDING. THE MERGER; OTHER COVENANTS.............................................................. 31 SECTION 4.1 Conduct of Business of the Company Pending the Merger........ 31 SECTION 4.2 Conduct of Business of Merger Sub............................ 35 SECTION 4.3 Shareholders' Consent/Meeting................................ 35 SECTION 4.4 Access to Information; Confidentiality....................... 35 SECTION 4.5 Affiliates................................................... 36 SECTION 4.6
CONDUCT OF BUSINESS PENDING. THE MERGER 6.01. Conduct of Business by the Company Pending the Merger................31 ARTICLE VII ADDITIONAL AGREEMENTS
CONDUCT OF BUSINESS PENDING. THE MERGER 6.01. Conduct of Business by the Company Pending the Merger.........32 ARTICLE VII ADDITIONAL AGREEMENTS
CONDUCT OF BUSINESS PENDING. THE MERGERS AND ARRANGEMENT 61 SECTION 7.01. Conduct of Business by Trizec Pending the Trizec Merger 61 Page
