Splitco Sample Clauses

Splitco. At or prior to the Closing, SplitCo will deliver or cause to be delivered to Liberty Media:
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Splitco. Any Taxes and Tax Items of Splitco and the GLIB Subsidiaries attributable to any Tax Year (or portion thereof) ending at or before the Effective Time shall be allocated to Splitco.
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Splitco. At the Closing, Splitco will deliver or cause to be delivered to LGP:
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Splitco. At the Closing, Splitco will deliver or cause to be delivered to LMC:
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Splitco. At the Closing, Splitco will deliver or cause to be delivered to FNF:
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Splitco. At the Closing, Splitco will deliver or cause to be delivered to LIC:
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Splitco. (a) As of the Closing, SplitCo’s authorized capital stock will consist of 1,000 shares of SplitCo Common Stock. Parent will, as of the Closing, own all of the issued and outstanding shares of SplitCo beneficially and of record, free and clear of all Liens and Restrictions and will have the right to transfer the SplitCo Shares to Xxxxxxx LLC. There will, as of the Closing, be no shares of capital stock of SplitCo issued or outstanding other than the SplitCo Shares. Upon delivery to Xxxxxxx LLC of the certificates representing the SplitCo Shares, at the Closing, Xxxxxxx LLC will acquire good and valid title to such shares, free and clear of all Liens and Restrictions other than Liens and Restrictions created by Xxxxxxx, Xxxxxxx LLC or any of their Subsidiaries. SplitCo will, as of the Closing, be the sole member of, and own all of the issued and outstanding membership interests (the “SplitCo Sub Interests”) of, SplitCo Sub, beneficially and of record, free and clear of all Liens and Restrictions other than Liens and Restrictions created by Xxxxxxx, Xxxxxxx LLC or any of their Subsidiaries.
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Related to Splitco

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Effective Time Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Company Stock Plans (a) The Company shall take such action as shall be required:

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

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