CORPORATE RECONSTRUCTION Clause Samples

CORPORATE RECONSTRUCTION. 17.1 If the Appointment terminates (a) by reason of the liquidation of the Company for the purpose of amalgamation or reconstruction; or (b) as part of any arrangement for the amalgamation of the undertaking of the Company not involving liquidation; or (c) as part of any arrangement for the transfer of the whole or part of the undertaking of the Company to an Associated Company and the Executive is offered employment of a similar nature with any person resulting from such amalgamation or reconstruction or with which the undertaking of the Company is amalgamated or such Associated Company on terms which when taken as a whole are not less favourable to the Executive than the terms of the Appointment, the Executive will have no claim against the Company or any Associated Company in respect of the termination of the Appointment by reason of the events described in (a), (b) or (c) of this Clause.

CORPORATE RECONSTRUCTION. 22.1 If the Executive’s appointment terminates: 22.1.1 by reason of the liquidation of the Company for the purposes of amalgamation or reconstruction; or 22.1.2 as part of any arrangement for the amalgamation of the undertaking of the Company not involving liquidation; or 22.1.3 as part of any arrangement for the transfer of the whole or part of the undertaking of the Company to a Group Company And the Executive is offered employment of a substantially similar nature with any person resulting from such amalgamation or reconstruction or with which the undertaking of the Company is amalgamated or such Group Company on terms which when taken as a whole are not less favourable to the Executive than the terms of the appointment, the Executive will have no claim against the Company or any Group Company in respect of the termination of the appointment by reason of the events described in sub-clause 22.1. 22.2 The Executive shall have no claim against the Company if his employment under this agreement is terminated by reason of the liquidation of the Company for the purposes of amalgamation or reconstruction provided that he is offered employment with any concern or undertaking resulting from such amalgamation or reconstruction on terms and conditions which, taken as a whole, are not substantially less favourable than the terms of this agreement.

CORPORATE RECONSTRUCTION. 16.1 No claim for Termination in event of corporate reconstruction (a) by reason of the liquidation of the Company for the purposes of amalgamation or reconstruction; (b) as part of any arrangement for the amalgamation of the undertaking of the Company not involving liquidation; or (c) as part of any arrangement for the transfer of the whole or part of the undertaking of the Company to an Associated Company and you are offered employment of a similar nature with any person resulting from such amalgamation or reconstruction or with any person with which the undertaking of the Company is amalgamated or with an Associated Company on terms which when taken as a whole are not less favourable to you than the terms of your Appointment, you will have no claim against the Company or any Associated Company in respect of the termination of your Appointment by reason of the events described in (a), (b) or (c) of this Clause.

CORPORATE RECONSTRUCTION. The Borrower shall not (and the Borrower shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

CORPORATE RECONSTRUCTION. Any assignment or issue of shares by or in any Company (including any assignment or issue of shares pursuant to the enforcement of any lien, mortgage, charge or encumbrance), or other corporate transaction including merger, amalgamation or assignment of any ownership interests which result in such Company ceasing to be a Wholly Owned Affiliate of such Company’s ultimate parent company, shall be treated as an assignment of such Company’s interest to a third party and subject to the GOVERNMENT’S prior written consent in accordance with Article 29.1.2. 6 While included in this draft DPSA, the concept of the Government having back-in rights or a right of first refusal to a participating interest in a Production Sharing Contract is inconsistent with the principles of a PSC where the Government or QP does not assume any of the risks of the Project. Rather the Government or QP receives an Entitlement to Profit Petroleum without any of the risks attached to those Parties who are the participating interest owners. The Government receives its full compensation under a PSC for permitting the development and exploitation of the national patrimony through its Entitlement to Profit Petroleum. The Contractor receives its payment for taking all of the risks and assuming all of the costs of appraisal, development and production of hydrocarbons through its Entitlement consisting of Cost Recovery Petroleum and its share of Profit Petroleum. Back-in rights and a right of first refusal in favor of the Government are, however, completely consistent with a Joint Venture Agreement where the Government participates in the risks and rewards of a project based on the percentage of its participating interest ownership. Under a JVA the Government has participated in some of the risks of development and production of hydrocarbons and can legitimately retain a back-in and/or a right of first refusal.

CORPORATE RECONSTRUCTION. (a) The Company shall not (and the Company shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger or corporate reconstruction (each, and for the purposes of this Clause 23.5 only, a “Relevant Merger”), unless: (i) such Relevant Merger would not reasonably be expected to have Material Adverse Effect; and (ii) where such Relevant Merger involves an Obligor, the following conditions are satisfied: (A) the Relevant Merger does not and will not result in any Long Term Credit Rating of any Obligor which is involved being downgraded or such rating being lost or withdrawn; (B) the Relevant Merger does not and will not result in the occurrence of a Change of Control; (C) the Relevant Merger would not result in a change of corporate nationality of the relevant Obligor, unless such Obligor would remain incorporated in one of Germany, Austria, Belgium, Finland, Ireland, UK, Luxembourg, the Netherlands and Switzerland; and (D) the Agent is satisfied on the basis of sufficient legal comfort that the surviving entity of the Relevant Merger shall assume and remain bound by all obligations of the relevant Obligor in effect immediately prior to such Relevant Merger. (b) Nothing in this Clause 23.5 shall restrict the consummation of the Merger.

CORPORATE RECONSTRUCTION. (a) The Issuer shall not enter into any demerger, merger, conversion or dissolution and shall not issue any new shares. (b) The Issuer shall procure that no substantial change is made to the general nature of its ownership from that carried on at the Signing Date. (c) Notwithstanding the provisions of paragraph (b) above, if the Shareholder intends to sell a whole or a part of the shares of the Issuer, the Shareholder shall notify the Bondholders reasonably in advance. The Bondholders shall have then the right to contradict the Shareholder within five (5) Business Days after such notification for compelling reasons. In any case, it being specified that the new shareholder shall comply with the compliance and KYC requirements of the Bondholders and the new shareholder shall enter into a new shares pledge agreement in the form of the Shares Pledge Agreement with the Bondholders.