Company Restructuring. The Company currently operates as an internally managed closed-end investment company registered under the 1940 Act. The Executive acknowledges that in the future the Company may be restructured to no longer so operate. The Executive agrees to take all actions necessary or desirable to effect any such future restructuring of the Company.
Company Restructuring. The Purchasers understand and acknowledge that the Company is in the process of restructuring its corporate entities such that the ultimate parent company (the “New Parent”), in which Purchasers will ultimately own equity interests, shall be a Cayman Islands company. To the extent such restructuring is not completed prior to the Closing, the Purchasers agree that their equity interests in the Company shall, in connection with such restructuring, be exchanged for equity interests of the New Parent containing terms, rights and preferences no less favorable than the Series C Preferred Shares. Purchasers shall take all steps necessary to consummate such exchange, including, but not limited to, entering into any exchange agreements, or other documentation in connection therewith.
Company Restructuring. Buyer and the Company shall have reached agreement upon the terms and provisions of, and executed and delivered a definitive agreement, in form and substance satisfactory to Buyer, with respect to an exchange by Buyer of the Loans for newly issued debt and equity securities of the Company with customary or otherwise reasonably appropriate representations and warranties, pre-closing conditions and financial covenants (which, in the case of representations and warranties, pre-closing conditions and financial covenants described in Annex I, shall be not stricter than as so described) (the "Company Restructuring"), and all conditions to the Company Restructuring shall have been materially satisfied or waived. The Revolving Credit Lender and the Company shall have entered into the Revolving Credit Facility and shall have executed and delivered all agreements and instruments related thereto, with terms consistent with those set forth in Annex I and Section 6.17 and those set forth in Section 7.
Company Restructuring. Sellers shall, and shall cause their Subsidiaries to, complete the Company Restructuring in accordance with the provisions and principles set forth in Section 1.1(b) of the Disclosure Schedules. Sellers shall keep Purchaser informed in respect of the actions and timing of the Company Restructuring.
Company Restructuring. Prior to the Closing, Seller shall cause the Company to distribute all of the issued and outstanding capital stock of CenterPoint Energy Intrastate Pipelines, LLC (“CEIP”) held by the Company to Seller or its Affiliates (the “Restructuring”). Following the completion of the Restructuring, Seller shall retain, and be responsible for all Liabilities of CEIP with no further Liability to the Company, Buyer or any of their respective Affiliates from and after the Closing. Seller shall provide to Buyer copies of all proposed drafts of agreements, instruments, certificates and other documents relating to the Restructuring and an opportunity for Buyer and its advisors to provide reasonable comments or changes to such agreements, instruments, certificates and other documents prior to the execution, delivery or filing of any of the foregoing.
Company Restructuring. Borrower shall not engaged in any merger, split-off, simple restructuring, capital reduction, or acquire or dispose of sections of its equity or businesses, irrespective of their business activity, except for mergers between Borrower and its Subsidiaries that are not part of the Seafood Related Companies.
Company Restructuring. The Company shall have completed the Company Restructuring in form and substance reasonably acceptable to the Purchaser.
Company Restructuring. The parties hereby agree that:
(a) Section 6.20(a) of the Original BCA is hereby amended and restated in its entirety as: Prior to the Closing, the Company shall, and shall cause its Affiliate GIOSTAR to, negotiate in good faith a supply agreement among the Company and the Purchaser, consistent with the terms set forth on Annex II hereto (the “GIOSTAR Supply Agreement”) to be effective as of the Closing, in form and substance reasonably acceptable to the Purchaser.
(b) Section 6.20(b) of the Original BCA is hereby amended and restated in its entirety as: As promptly as practicable after the date hereof (and, with respect to any particular action or transaction described in Schedule 6.20(b) hereto (the “Company Restructuring Schedule”), on or before any such date by which such transaction or action is required to be effected or completed in accordance with the Company Restructuring Schedule), the Target Companies and the Sellers shall consummate (and each applicable Seller shall cause the applicable Affiliate(s) of the Target Companies or of such Seller to consummate) a restructuring of the business of the Target Companies and the respective Affiliates of the Target Companies and the Sellers as described on the Company Restructuring Schedule.
(c) Schedule 6.20(b) of the Original BCA is hereby amended and restated in its entirety as attached hereto as Axxxx XX.
(d) Section 7.3(e) of the Original BCA is hereby amended and restated in its entirety as: The Company, and each Affiliate of any Target Company or any Seller, as applicable, shall have completed or caused to be completed the Company Restructuring in form and substance reasonably acceptable to the Purchaser.
Company Restructuring. The Company Restructuring shall have been consummated.
Company Restructuring. Prior to the Contribution Closing, the Company shall take or cause to be taken the actions described in Section 6.17(b) of the Company Disclosure Letter (the "COMPANY RESTRUCTURING"), so that, immediately prior to the Contribution Closing, all of the Asset Contributed Systems will be owned by the Contributed System Entities, all of the Included Contributed Systems will be owned by the Contributed Entities and all of the outstanding capital stock of the Contributed Entities will be owned by the Company or one or more of its Subsidiaries. The Company covenants and agrees that none of the actions taken by it or any of its Affiliates in connection with the Company Restructuring shall cause a breach or default by the Company of any of its representations, warranties, covenants or agreements in this Agreement.
