Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, the Parent will have no material liabilities, contingent or otherwise in any way related to its pre-Effective Time business operations.
Split-Off. The Parent shall take whatever steps are necessary to enable it to effect the Split-Off as of the Effective Time.
Split-Off. The Parent shall take, and shall cause the Acquisition Subsidiary to take, whatever steps are necessary to enable it to effect the Split-Off pursuant to the terms of the Split-Off Agreement prior to or as of the Effective Time.
Split-Off. At the Effective Time, Acquiror will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement, without giving effect to the Share Exchange, Acquiror will have no liabilities, contingent or otherwise, of any kind whatsoever, including but not limited to liabilities in any way related to its pre-Effective Time business operations.
Split-Off. The Acquiror shall take whatever steps are necessary to enable it to effect the Split-Off immediately prior to or at the Effective Time.
Split-Off. As of the Effective Time, the Parent will have discontinued all of its business operations which it conducted prior to the Effective Time by closing the transactions contemplated by the Split-Off Agreement and the General Release Agreement. Upon the closing of the transactions contemplated by the Split-Off Agreement and the General Release Agreement, the Parent will have no liabilities, contingent or otherwise, in any way related to its pre-Effective Time business operations or to the Split-Off Subsidiary. Parent will obtain a release of any liabilities and obligations transferred to the Split-Off Subsidiary that are shown on Parent’s most recent balance sheet filed with the SEC or as to which Parent has knowledge, or provide evidence that the same have been paid.
Split-Off. Immediately after and in conjunction with the consummation of the Merger, the Parent shall transfer all of the assets related to its mechanical repair supplies to one of its shareholders, Xxxx Xxxx (“Love”), in exchange for the cancellation of 3,000,000 shares of the Parent’s common stock (the “Split-Off”) so that the only material assets of the Parent following the Split-Off will be the ownership of the Merger Sub, and thereafter, the prior shareholders of Parent shall have 21,560,000 shares of Parent Common Stock. Xxxx Xxxx shall assume all existing and future liabilities arising from or associated with or related to the existing operation of the eco mechanical repair supplies so that the Parent and the newly merged entity shall not be liable for any such liabilities.
Split-Off. (i) Following the Company Reclassification Effective Date, the Auto Conversion Effective Time and the Contribution Effective Time, unless this Agreement shall have been terminated in accordance with Section 7.1, subject to the satisfaction or waiver by the party entitled to the benefit of the same of the conditions set forth in Section 6.5 (other than conditions which by their terms are required to be satisfied or waived at the Split-Off Effective Time, but subject to the satisfaction or waiver of such conditions), at 4:01 p.m., New York City time, on the Closing Date (the “Split-Off Effective Time”), Liberty will redeem (i) each outstanding share of Liberty Ventures Series A Common Stock for one share of Company Reclassified Class A Common Stock, with no shares of Liberty Ventures Series A Common Stock remaining outstanding, and (ii) each outstanding share of Liberty Ventures Series B Common Stock for one share of Company Reclassified Class B Common Stock, with no shares of Liberty Ventures Series B Common Stock remaining outstanding (the shares of Company Common Stock distributed pursuant to this Section 2.4(a)(i) hereinafter referred to as the “Split-Off Shares”).
Split-Off. Stockholders of Cargill shall have agreed with Cargill to exchange, and/or shall have tendered into the Offer and not withdrawn, a sufficient number of shares of Cargill capital stock to allow Cargill to deliver to such stockholders, pursuant to the Split-off, all of the shares of M Holdings Class B Common Stock, M Holdings Class A Common Stock and M Holdings Common Stock (excluding the Cargill Retained M Holdings Shares) to be received by Cargill pursuant to the Merger in exchange for outstanding shares of Cargill common stock, all the conditions to such exchanges and/or the Offer shall have been satisfied or will be satisfied after consummation of the Merger, and Cargill shall have irrevocably confirmed to Mosaic that it will consummate the Split-off pursuant to such exchanges and/or the Offer on the Closing Date immediately following the Merger Effective Time;
Split-Off. The Parent shall take whatever steps are necessary to enable it to effect the Split-Off immediately prior to the Closing Date of the Merger.
