The Restructuring. Section 2.1 Transfers of Assets and Assumptions of Liabilities 18 Section 2.2 DevCo Assets and SpinCo Assets 24 Section 2.3 SpinCo Liabilities and DevCo Liabilities 25 Section 2.4 Termination of Intercompany Agreements 26 Section 2.5 Settlement of Intercompany Accounts 27 Section 2.6 Replacement of Guarantees 27 ARTICLE III
The Restructuring. Prior to the Distribution, the Company shall take any and all steps necessary and desirable to segregate the assets, liabilities and other accounts properly belonging to each of the Company and ABF so as to assure the smooth and effective transition of the ABF Business after the Distribution. In connection with the restructuring and the assignment of assets and the assumption of liabilities rightfully belonging to each of the Company and ABF, the parties shall execute, or cause to be executed by the appropriate entities, the conveyancing and assumption instruments in such forms as the parties shall reasonably agree.
The Restructuring. Section 2.1 Business Separation 10 Section 2.2 Conveyancing and Assumption Agreements 11 Section 2.3 Certain Resignations 11 Section 2.4 Other Agreements 11 Section 2.5 Transfers Not Effected Prior to the Distribution 11 Section 2.6 Debt Exchange; Other Financing Arrangements 12 Section 2.7 Financial Instruments 13 ARTICLE III THE DISTRIBUTION
The Restructuring. (a) As soon as reasonably practicable, KHD and MFC shall apply to the United States Securities and Exchange Commission for the Rule 12g3-2(b) Exemption and apply to all relevant Canadian securities commissions for a discretionary exemption order (the “Exemption Order”) in connection with the KHD Distribution.
The Restructuring. Section 2.1 Transfers of Assets and Assumptions of Liabilities 15 Section 2.2 Termination of Intercompany Agreements 19 Section 2.3 Settlement of Intercompany Account 19
The Restructuring. The Restructuring shall have been consummated pursuant to documentation reasonably satisfactory to the Administrative Agent.
The Restructuring. Section 2.1 Transfers of Assets and Assumptions of Liabilities 11 Section 2.2 QCP Assets and HCP Assets 14 Section 2.3 QCP Liabilities and HCP Liabilities 15 Section 2.4 Termination of Intercompany Agreements 15 Section 2.5 Settlement of Intercompany Accounts 16 Section 2.6 Replacement of Guarantees 16 ARTICLE III
The Restructuring. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, and provided that all of the conditions set forth in Article VIII to be satisfied prior to the Closing have been satisfied or duly waived, the Company shall take the actions set forth in Schedule 2.1(a). By virtue of the transfers contemplated by Schedule 2.1(a), TCI Group will obtain ownership of, among other things, (i) 31,060,000 @Home Class A Shares and 15,400,000 @Home Class B Shares (representing all of the shares of capital stock of @Home owned directly or indirectly by the Company), together with any dividends, distributions or other consideration whatsoever paid or distributed in respect thereof after the date of this Agreement, (ii) 1,011,528 shares of Class A common stock of TCG and 48,779,388 shares of Class B common stock of TCG (representing all of the shares of capital stock of TCG owned directly or indirectly by the Company), together with any dividends, distributions or other consideration whatsoever paid or distributed in respect thereof or in exchange therefor after the date of this Agreement, and (iii) all of the assets of or outstanding equity interests in NDTC, together with any dividends, distributions or other consideration whatsoever paid or distributed in respect thereof after the date of this Agreement. The actions contemplated by Schedule 2.1(a) will be effected on a tax-free basis to the extent feasible, without creating any deferred intercompany gain or other tax consequences, in a manner reasonably satisfactory to Parent.
The Restructuring. Parent shall take the following actions prior to Closing (except with respect to Sections 9.1(a)(ii) and 9.1(i), wherein certain actions may be taken after the Closing, as indicated therein), notwithstanding any terms or provisions of this Agreement expressly or impliedly to the contrary.
The Restructuring. Prior to the Closing, Indigo Parent will procure that the Restructuring shall occur in accordance with the Indigo Steps Plan, subject to any variations which are not material in nature.
