Corporate Split Clause Samples

Corporate Split. As at the Closing Date, the Corporate Split has been completed in accordance with the Corporate Split Agreement in all respects.
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Corporate Split. The Business currently conducted by the Selling Affiliate shall have been transferred to the Company in accordance with the Corporate Split and all the other steps contemplated in Section 7.01 shall have been completed.
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Corporate Split. The Relevant Corporate Split shall have taken effect on the terms and conditions set forth in the Relevant Corporate Split Plan.
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Corporate Split. As of the Relevant Closing: (a) any and all corporate procedures and other acts which are necessary for the authorization, consummation and effectuation of the Relevant Corporate Split will have been completed, and except in respect of the ability of the Relevant NewCo to satisfy its obligations, there will exist no circumstances which constitute a cause to invalidate the Relevant Corporate Split; (b) any and all procedures required to be taken by the Seller for the transfer of the relevant Transferring Employees will have been taken and completed, including such consultations, notifications and other employee protection procedures required under the Employee Succession Act; and (c) the Relevant NewCo will be a godo kaisha duly established and validly existing under the laws of Japan.
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Corporate Split. (a) On the Closing Date by the Closing, Seller shall cause the Subsidiary to use commercially reasonable efforts to effect, at its own cost, the Corporate Split as provided in the Split Agreement and in accordance with applicable Law. (b) Notwithstanding anything herein to the contrary, Seller shall, and shall cause the Subsidiary to, report, deliver and submit to Buyer: (i) (until the Closing) promptly after becoming aware of such issue, any material issue (including, without limitation, the existence of any objection from creditors during the creditor’s objection giving period) that has arisen or may arise in the course of the Corporate Split, together with reasonable evidence; (ii) (until the Closing) upon Buyer’s reasonable request, materials and information concerning the Corporate Split; (iii) (until the Closing) promptly after the effectuation of the Corporate Split, notice that the Corporate Split has been completed and effectuated; and (iv) (until six (6) months after the effective date of the Corporate Split) promptly after becoming aware of such event, any material basis for the filing of proceedings nullifying the Corporate Split.
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Related to Corporate Split

  • Corporate Reorganization In the event that the Company changes ownership, merges with another company or in any way changes its corporate identity, this Agreement will remain in full force and effect and the Union recognition now in effect and/or the certificate issued by the Canada Labour Relations Board then in existence shall not be affected in any way except as otherwise governed or directed by the Board. The Company further agrees to enter into negotiations with the Union relative to protection of employees' seniority and other conditions of this Agreement. Failing settlement, the provisions of the Canada Labour Code will apply.

  • Reverse Split The Company has taken all necessary corporate action to effectuate a reverse split of its issued and outstanding Common Stock and preferred stock on the basis of one (1) such share for each 2.67 shares of issued and outstanding Common Stock and Preferred Stock, as applicable (the “Reverse Split”), and such Reverse Split became effective on June 22, 2020.

  • Stock Split All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.

  • Mergers, Recapitalizations, Stock Splits, Etc Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution” rights under the Option with respect to such events, but shall not have “preemptive” rights).

  • Recapitalizations, etc The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.