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… none of the liabilities) of old XYZ, in exchange for thecash that it receives from the preferred stock issuance and … the extinguishment of the old notes. XYZ will- 1. Use the cashfrom New XYZ to pay off unsecured creditors. 2. Arrange … thecommencement of the XYZ bankruptcy. If one backs out the cash (received uponissuance of the preferred stock and from …

… date of closing, Mr. Z. intends to sell the CDs and use the cash to pay offcertain debts of his LLCs. We agreed that, … Manual(2003 edition). There the staff concluded that cash that would be distributedto shareholders as an …

… an acquisition, indirectly,through 2 other newly-formed companies. I'll refer to them as TopCo, MidCo and BidCo.My …

… the transactionwithout making an HSR filing. I note in advance that the factpattern below contains some more detail … Among other business activities,Acquiror (and a few related companies) is a marketer and dealer of wholesalepower and … derivatives contracts. Seller'sPower Business is focused on merchant trading of energy contracts, including avariety of …

… Purchaser would acquire certain assets of two operating companies (the"Sellers"), including stock and noncorporate … the same. The parties havenegotiated a particular aggregate cash purchase price that is not readilyallocable among the … working capital calculation. (c)Appreciation Rights Settlement Amount -- The Sellers have agreed to pay acertain …

… 07, 2005 4:16 PM To: Verne,B. Michael Subject: Effect of Cash onHand of the Acquired Entity in a Voting Securities … Target Inc. ("Target"), a publicly heldcorporation, has cash on hand in the amount of $35,000,000. A Corp.("A") has … their shares of Target. As part of thetransaction, Target's cash on hand (totaling $35,000,000) will also betransferred …

… at the point of closing on the acquisition of these two companies asthere was no shareholder holding 50% or more of …

… not hold anything elsebesides the shares of T, and some cash that will be used to purchaseoutstanding public shares …

… of the two targets, Newco will have no assets other thancash. The value of the cash held by Newco will be less than $106.2 millionexcluding cash to be paid to the sellers of U.S. Target and expenses …

… to B certain assets of A, including inventory,receivables, cash, leases, and manufacturing plants and related assets … to A's shareholders is $100 million ($97.5 million incash and $2.5 million in installment payments). More than …

… of a small hospital-system. The targetsystem is bleeding cash profusely, and the acquiring hospital has certain … from taking title to the assets before 7/1/06. To conserve cash and protect the value of the assets pending theactual …

… benchmark for theswap. If C's stock price rises, A receives cash from B. If C's stock pricefalls, B receives cash from A. In any case, B receives a fee for its …

… to pay$50 million directly to Y, so that Y can redeem (for cash) all of the preferredstock. Is this a $75million deal …

… services agreement until a new IT strategyis developed. The companiesare negotiating a non-compete agreement related to …

… at about $150million. Y will put inabout $350 million in cash and take back the remaining 70% interest in the …

… the plants are actually held in separate limitedliability companies ("Plant E LLC" and "Plant W LLC")rather than in a … 1 Plant L LLC is currently two separate limitedliability companies each of which are 50% owned by Company A and … Prior to the acquisition these two limited liability companies will bemerged together to form one entity, 50% …