Reorganization Transaction. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, so long as there shall not exist any pending or threatened action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality which contests the consummation of any of the following transactions, upon an election by Holdings,
Reorganization Transaction. Parent has no present plan or intent to liquidate the Surviving Corporation or sell or transfer to a subsidiary, or otherwise dispose of the historic business assets of the Company. Neither Parent nor Surviving Corporation, as applicable, shall, pursuant to a plan in effect on the date hereof, (i) discontinue the historic business of the Company, (ii) transfer all or substantially all of the stock or assets of the Surviving Corporation to an affiliate, or to any third party, (iii) cause Surviving Corporation to merge or consolidate with or into any other entity, or (iv) take any other action that would result in a treatment of Stockholder's receipt of the Merger Consideration other than pursuant to Section 368(a)(2)(E) of the Code.
Reorganization Transaction. In the event of any Reorganization Transaction, then, and in each such case, the Company will mail or cause to be mailed to the Global Warrantholder and each other Warrantholder, as promptly as reasonably practicable upon execution of the agreement providing for such Reorganization Transaction, a notice specifying the effective date on which such Reorganization Transaction is or is expected to take place, and the time, if any is to be fixed, as of which the holders of record of Common Shares (or such other stock or Securities at the time deliverable upon the exercise of a Warrant) shall be entitled to exchange their Common Shares (or such other stock or Securities) for Securities or other property deliverable upon such Reorganization Transaction.
Reorganization Transaction. If Response becomes a party to a Reorganization Transaction (defined below), the Board of Directors of Response shall either: (i) provide for Employee to receive upon the exercise of the Options, in substitution for Option Shares issuable or transferrable to him upon the exercise of outstanding Options, the same stock, securities, cash or other property to be received by owners of Common Stock of Response as a result of such Reorganization Transaction; or (ii) upon written notice to the employee, provide that the Options shall be immediately exercisable and further that they shall be terminated unless exercised within 60 days after the date of such notice. For the purposes hereof, the term "Reorganization Transaction" means a merger, consolidation or similar reorganization of Response, the complete liquidation of Response, or the sale of all or substantially all of the assets of Response.
Reorganization Transaction. 92 SECTION 11.13 Confidentiality..................................................................93 SECTION 11.14
Reorganization Transaction. The Company hereby agrees to take such actions with respect to itself and its subsidiaries as may be reasonably required to effect the Reorganization Transaction as soon as reasonably practicable following the consummation of the Company IPO, including, without limitation, the obtaining of any required insurance regulatory approvals for the Reorganization Transaction.
Reorganization Transaction. In the event that the Reorganization Transaction is consummated, on the Plan Effective Date, pursuant to and in accordance with the Plan, the Reorganized Debtors shall (a) issue the New Equity Interests (as defined below), (b) enter into the New Exit Facility Credit Agreement (as defined below), (c) enter into the New First Lien Credit Agreement (as defined below), (d) execute any new organizational documents as necessary, (e) own and have vested in it all of the Debtors’ assets, (f) distribute any cash or other proceeds from the sale of the Debtors’ Canadian business (the “Canadian Sale Proceeds”), if any, and (g) consummate any other transactions necessary or appropriate in connection with the foregoing.
Reorganization Transaction. (a) Subject to Section 7.26(c), prior to the Closing Date, the Company shall have the right, but not the obligation, to consummate the following transactions, to be effective no later than two (2) Business Days prior to the Closing Date, in the following order (collectively, the “Reorganization”): (i) a Delaware corporation shall be created (“Newco”) with substantially identical Charter Documents to the Company’s Charter Documents, which will create a direct, wholly owned Subsidiary (“Newco Merger Sub”), (ii) Newco Merger Sub shall be merged with and into the Company, following which the separate corporate existence of Newco Merger Sub shall cease and the Company will continue as the surviving corporation after such merger and as a direct, wholly owned Subsidiary of Newco, (iii) pursuant to the foregoing merger, the Company Stockholders, holders of Company Warrants and holders of Company Options shall exchange their respective equity interests in the Company for the same equity interests of Newco, such that immediately thereafter the Company Stockholders, holders of Company Warrants and holders of Company Options shall collectively own one hundred percent (100%) of the equity interests of Newco in the same proportions as their prior ownership of the Company as of the date of hereof, and Newco shall own one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company (and Newco shall assume or implement any related arrangements expressly required to effectuate the foregoing, including the assumption of the Company’s 2014 Equity Incentive Plan and any outstanding awards thereunder) and (iv) the Company shall convert into a Delaware limited liability company by filing a certificate of conversion with the Secretary of State of the State of Delaware, pursuant to the applicable provisions of the DGCL and the DLLCA, and no election will be made to treat such limited liability company as a corporation for income Tax purposes. The Company acknowledges and agrees that the Reorganization described in clauses (i) through (iv) above is intended to qualify as a “reorganization” pursuant to Section 368(a)(1)(F) of the Code and the Treasury Regulations promulgated thereunder and the Company shall file all required income Tax returns and related returns and reports in a manner consistent with such intent unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.
Reorganization Transaction. (a) The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the California General Corporation Law, Sub shall be merged into Company. At the Effective Time, the separate existence of Sub shall cease, and Company shall continue as the surviving corporation (the “Surviving Corporation”) under the name of Global Jewelry Concepts, Inc.
Reorganization Transaction. 6.1 Upon satisfaction of the conditions set forth below, ONYI and USSE shall ni good faith endeavor to complete a stock purchase, merger or other reorganization transaction pursuant to which ONYI shall acquire 100% of the issued and outstanding common stock of USSE in consideration for the ONYI Stock (the "Reorganization Date"). These conditions include the following:
