Business Restructuring Sample Clauses

Business Restructuring. In 1993 the Company recorded a charge of $45.1 million ($27.5 million after tax, or $.63 per share) for costs associated with resizing and restructuring several of its businesses, and also recorded charges of $9.8 million ($6 million after tax, or $.14 per share) for other unusual expenses. Of the resizing and restructuring charges, $4 million required the use of cash in 1993. Most of the charges were recorded in the fourth quarter of 1993, and were for planned work force reductions, asset write-downs and the relocation of certain product lines and overall consolidation of the Company's aerospace operations. The resizing and restructuring charges primarily related to the Company's plan to make certain operations in its aerospace and general gauge businesses more competitive. AMETEK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The total reserve balance for restructuring at December 31, 1994 was $33.1 million, of which approximately $16 million was for planned work force reductions (including certain pension-related costs) and the remaining $17.1 million was for asset write-downs, facilities combinations and other items. In 1994, the total reserve balance declined $7.9 million, of which $3.9 million related to work force reductions, the relocation of aerospace operations and facilities combination. The remaining $4.0 million reduction was due primarily to the sale of an idle facility which was included in the restructuring reserve in 1993. The Company is experiencing a delay in the completion of certain planned work force reductions at its Sellersville, Pennsylvania facility due to a one-year extension of the current labor contract to September 1995. However, the restructuring program is still expected to be fully implemented with no material change in the estimated costs anticipated.
Sample 1
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Business Restructuring. Party B and Party C warrant and promise to transfer all their assets, businesses and personnel relating to music to Xxxxxxxx Music, and handle relevant formalities for amendment of registration. The businesses to be transferred shall include without limitation music production, on-ground distribution management, digital distribution and artist agent services. The assets to be transferred shall include all the tangible and intangible assets, including without limitation the copyrights and adjunct rights in and to all the music products, artist agent services contracts, employee’s labor contracts, franchising agreements and recording facilities relating to music. All the Parties acknowledge, in the event that Hei Nan has successfully transferred Ji Minjia and Ye Yiqian from Tianyu Company to Party B and/or Party C prior to the establishment of Xxxxxxxx Music, then Party B and/or Party C shall transfer Ji Minjia and Ye Yiqian to Xxxxxxxx Music after its establishment. Party B and/or Party C shall not enter into any contract with Hei Nan except with the prior written consent of Party A. The payment under such contract shall be not more than RMB 700,000. If Party B and/or Party C advanced the payment, Xxxxxxxx Music shall reimburse Party B and/or Party C for such payment after the contract is transferred to Xxxxxxxx Music. All the income of Party B and Party C arising from or in connection with music production and artist agent services prior to the Benchmark Date shall be owned by Party B and Party C; all the income arising from or in connection with music production and artist agent services after the Benchmark Date shall be owned by Xxxxxxxx Music. After the Benchmark Date, if Party B and Party C shall use the copyrights or artists of Xxxxxxxx Music in the performance of any contracts entered into prior to the Benchmark Date, Party B and Party C shall make payment to Xxxxxxxx Music at the current market price. Xxxxxxxx Music shall not be responsible for any legal proceedings in connection with the music production and artist agent services of Party B and Party C or any actions filed by Party B and Party C, and costs and proceeds of such actions and legal proceedings shall be belong to Party B and Party C; provided that Party B and Party C shall not file any actions relating to copyrights (including adjunct rights) after the date hereof. The Parties agree, Party A has the right to designate an accounting personnel to Xxxxxxxx Music at the Industrial and Comme...
Sample 1
Business Restructuring. All the Parties acknowledge, after the establishment of Joint Venture, Party D shall enter into the Personnel, Business and Asset Transfer Agreement with Joint Venture (Party A and Party D shall represent for Joint Venture as its shareholders before its establishment), to transfer all of assets, businesses and personnel relating to music production, copyright management, distribution and artist agent service controlled or possessed by Party D to Joint Venture. Specific issues relating to the transfer of assets, businesses and personnel are set forth in Exhibit I attached hereto. In addition, Party B and Party C shall transfer other music-related assets, including without limitations to their owned copyrights, copyrights in lyrics and/or music, right of domain name, music website, trademarks and other related equity interests in music, to Joint Venture free of charge as Exhibit II attached hereto. Party B, Party C and Party D warrant to transfer all of assets, businesses and personnel relating to music (Party D’s equity interests held by Party B and Party C excluded) to Joint Venture, and handle relevant formalities for amendment of registration. The businesses to be transferred shall include without limitation music production, on-ground distribution management, digital distribution and artist agent services. The assets to be transferred shall include all the tangible and intangible assets, including without limitation the copyrights and adjunct rights in and to all the music products, artist agent services contracts, employee’s labour contracts, franchising agreements and recording facilities relating to music.
Sample 1

Related to Business Restructuring

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Restructuring 24.1 In the event that all or part of the work undertaken by the employee will be affected by the employer entering into an arrangement whereby a new employer will undertake the work currently undertaken by the employee, the employer will meet with the employee, providing information about the proposed arrangement and an opportunity for the employee to comment on the proposal, and will consider and respond to their comments. The employee has the right to seek the advice of their union or to have the union act on their behalf.

  • Pre-Closing Restructuring (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Restructure Merge or consolidate itself or any of its Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Subsidiaries.

  • Private Transaction At no time was the Subscriber -------------------- presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.

  • 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.

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • Intercompany Transactions 72 Section 9.13

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

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