Company Reorganization. If the Managing Member, in its sole ---------------------- discretion, determines that conditions are favorable for the Company to reorganize as a corporation, the Company may be reorganized as a corporation and, in connection therewith, its equity interests (including but not limited to the Class B Shares) may be reclassified as shares of stock (or securities convertible into, or options to purchase, such shares of stock) in such corporation on such terms and conditions as are approved by the Managing Member, provided that the relative rights and preferences of the Class B Shares shall not be materially modified. Each Member (including the Class B Members) or other direct or indirect holder of Membership Shares will be required to execute and deliver such instruments or documents as may be necessary or advisable in connection with any such reorganization.
Company Reorganization. In the event of any sale of substantially all the assets of the Company or any reorganization, reclassification, merger or consolidation of the Company where the Company is not the surviving entity, then as a condition to the Company entering into such transaction, the entity acquiring such assets or the surviving entity, as the case may be, shall agree to assume the Company's obligations hereunder.
Company Reorganization. On the Closing Date, (i) Covanta shall own, directly or indirectly, 100% of the outstanding Capital Stock of CEA, (ii) CEA shall own 100% of the outstanding common stock of Company, which shall own the Capital Stock of all Persons (including Persons holding the equity interests in other Persons) holding the assets and operations of the IPP International Business to the extent described in the Approved Plan of Reorganization and the Disclosure Statement related thereto, (ii) all relevant operating and administrative expenses associated with the IPP International Business shall be transferred into Company in accordance with the Management Services and Reimbursement Agreement, and (iii) not less than $5,000,000 of cash for working capital shall have been transferred from Covanta and its Subsidiaries (other than Borrowers) to the Borrowers as an equity contribution.
Company Reorganization. Immediately prior to the execution of this Agreement, Xxxxxxxx HoldCo has executed and delivered the Reorganization Agreement, pursuant to which it has undertaken or will undertake various restructuring transactions. Following the date hereof, Xxxxxxxx HoldCo shall, and shall cause its Affiliates to, comply with the terms and conditions set forth in the Reorganization Agreement.
Company Reorganization. The Company Reorganization shall have been completed in all material respects.
Company Reorganization. (a) The Findings of Fact, Conclusions of Law, and Order Approving the Debtors’ Disclosure Statement and Confirming the Debtors’ Joint Prepackaged Chapter 11 Plan of Reorganization Case No. 20-31425 (Bankr. S.D. Tex.) Docket No. 331 entered on May 11, 2020 is a Final Order, the Effective Date of the Reorg Plan occurred on May 29, 2020 and the Chapter 11 Cases were closed on June 30, 2020. To the Company’s knowledge, there are no remaining unresolved or otherwise pending matters in the Chapter 11 Cases and Court approval is not required with respect to this Agreement and the transactions contemplated hereby, including the Mergers. There are no payments, fees, expenses or costs due and payable, or to become due and payable, by the Company or any of its Subsidiaries in connection with the Reorg Plan and the transactions related thereto.
(b) All Cure Claims and all Actions arising from the rejection of Executory Contracts and Unexpired Leases (“Rejection Damages Claims”) have been paid in full and there are no unresolved disputes relating to Cure Claims or Rejection Damages Claims.
(c) No Persons elected to opt-out of the release granted pursuant to Article VIII.D. of the Reorg Plan and all Holders of Claims or Interests against the Debtors and their current and former Affiliates, and each such Entity and its current and former Affiliates’ current and former directors, managers, officers, principals, members, employees, equity Holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, agents, advisory board members, financial advisors, partners (including both general and limited partners), attorneys, accountants, investment bankers, investment advisors, consultants, representatives and other professionals, each in their capacity as such, are bound by such third-party release.
(d) For purposes of this Section 3.26 only, capitalized terms used but not otherwise defined shall have the meanings ascribed to them in in the Joint Prepackaged Plan of Reorganization for Pioneer Energy Services Corp. and its Affiliated Debtors, Case No. 20-31425 (Bankr. S.D. Tex.) Docket No. 16 (as modified, amended, and including all supplements, the “Reorg Plan”).
Company Reorganization. (a) Company and Company Operating Partnership shall use their respective reasonable best efforts to, and each shall cause each of their respective controlled affiliates to use reasonable best efforts to, take, or cause to be taken all actions and to do, or cause to be done, all things necessary, proper and advisable to (i) maintain in effect the Excluded Business Separation Agreement, (ii) comply, or cause the compliance by each party thereto, with all the provisions of the Excluded Business Separation Agreement, (iii) satisfy, or cause the satisfaction by each of the parties thereto, of the conditions to the consummation of the Excluded Business Separation Agreement, (iv) consummate, and cause the consummation of, the Company Reorganization, including, for the avoidance of doubt, the Separation and Distribution (as defined in the Excluded Business Separation Agreement) of the Excluded Business (and any assets and liabilities relating thereto) contemplated by the Company Reorganization Step Plan and the documents and instruments entered into and/or delivered to effect the steps actions therein to be consummated immediately prior to the Closing and (v) enforce its (or any of its Subsidiaries’) rights and the obligations under the Excluded Business Separation Agreement, including, if necessary, by commencement of one or more Legal Proceedings to fully enforce the terms of the Excluded Business Separation Agreement. In no event shall Parent or any of its affiliates be obligated to take any action or agree to any modification, amendment or waiver to this Agreement, in order for Company and/or Company Operating Partnership to satisfy its obligations under this Section 7.13(a). Such Company and Company Operating Partnership’s reasonable best efforts shall not include, nor be deemed satisfied, in whole or in part, by requesting, causing or attempting to cause the Parent or its affiliates to take any such action or agreeing to any such modification, amendment or waiver.
(b) Neither Company nor any Company Subsidiary, shall, without Parent’s prior written consent (which consent shall not be unreasonably withheld or delayed), (i) agree to, enter into or otherwise permit any amendment, modification, supplement or waiver of any provision, term, condition or remedy to be made or effected under the Excluded Business Separation Agreement, including with respect to any term or provision therein that, by its terms, survives the consummation of the Separation and Distributi...
Company Reorganization. Each Stockholder agrees that, on or prior to the Company Reorganization Date (as requested by the Company), he, she or it will (i) enter into that certain Shareholder Transfer and Exchange Agreement in substantially the form agreed to by the Company, Cayman NewCo and Armada at least five (5) Business Days prior to the Company Reorganization Date (“Transfer and Exchange Agreement”), pursuant to which, among other things, such Stockholder will transfer to Cayman NewCo his, her or its respective Shares in exchange for an equivalent number and class of shares in Cayman NewCo, (ii) immediately following such transfers described in (i), transfer to Cayman NewCo all of his, her or its respective shares of Cayman NewCo received and described in (i) in exchange for his, her or its applicable pro rata portion of the Aggregate Stock Consideration, and (iii) execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the Company Reorganization and the transactions contemplated by the Transfer and Exchange Agreement.
Company Reorganization. The Company Reorganization shall have been consummated by Company in accordance with Section 7.13.
Company Reorganization. The Company Reorganization shall have been consummated by all parties.
