Certain Pre-Distribution Transactions Clause Samples

Certain Pre-Distribution Transactions. (a) Prior to the Distribution, the Company shall use its reasonable best efforts to form a registered German limited liability corporation (GmbH) ("Safety GmbH"). Prior to the Distribution, Safety GmbH shall purchase or assume, and the Company shall cause ▇▇▇▇▇▇ International GmbH ("▇▇▇▇▇▇ GmbH"), a limited liability corporation under the laws of Germany, to sell or assign, the Safety Assets and Safety Liabilities owned or held by ▇▇▇▇▇▇ GmbH for the fair market value thereof, which amount shall be determined by mutual agreement of the Company and New ▇▇▇▇▇▇. The Safety Supplemental Distribution shall be reduced by the amount of any such cash payment, with any such cash payment in excess of such amount to be credited against the New ▇▇▇▇▇▇ Capital Contribution. (b) Prior to the Distribution Date, ▇▇▇▇▇▇ Manufacturing B.V., a limited liability corporation under the laws of the Netherlands ("Safety B.V."), shall repay in cash intercompany indebtedness owed by Safety B.V. to each of ▇▇▇▇▇▇ International B.V. and ▇▇▇▇▇▇ Service B.V. ("▇▇▇▇▇▇ B.V."), each a limited liability corporation under the laws of the Netherlands, with such repayment funded by an intercompany loan from the Safety Business pursuant to its borrowing under the Safety Credit Agreement. After such repayment and prior to the Distribution, ▇▇▇▇▇▇ B.V. shall transfer to the Company all of the outstanding capital stock of Safety B.V. as a distribution in respect of the shares of ▇▇▇▇▇▇ B.V. held by the Company. Any such cash payments by Safety B.V. to repay such intercompany indebtedness, up to $51,648,000 (representing the amount of such intercompany indebtedness as of June 30, 1996), shall be credited against the New ▇▇▇▇▇▇ Capital Contribution.
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Related to Certain Pre-Distribution Transactions

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1: