CORPORATE RECONSTRUCTION Sample Clauses

CORPORATE RECONSTRUCTION. If the Appointment terminates (a) by reason of the liquidation of the Company for the purposes 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 any other member of the Group, and the Executive is 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 with any other member of the Group 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 other member of the Group in respect of the termination of the Appointment by reason of the events described in (a), (b) or (c) of this Clause.
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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.
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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.
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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.
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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.
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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.
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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.
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Related to CORPORATE RECONSTRUCTION

  • Reconstruction (a) Subject to the provisions of subparagraphs (b) and (c) below, in the event the Premises or any other portion of the Building is damaged by fire or other perils covered by extended coverage insurance, and such damage does not require structural demolition and reconstruction of all or part of the Building, Landlord agrees to forthwith repair such damage utilizing the proceeds of insurance and this Lease shall remain in full force and effect, except that Tenant shall be entitled to an equitable reduction of Minimum Rent from the date of damage until completion of such repairs, based on the extent to which the damage and making of such repairs shall reasonably interfere with the business carried on by Tenant in the Premises. (b) In the event that any casualty requires structural demolition and reconstruction of all or a material part of the Building (whether or not such reconstruction involves any portion of the Premises), Tenant may, at its election, give notice to Landlord at any time within sixty (60) days after such damage, terminating this Lease as of the date of the casualty. In the event of giving such notice, this Lease and all interest of Tenant in the Premises shall terminate on the date of the casualty, the Rent shall be paid up to the date of such casualty, and Landlord shall be entitled to all insurance maintained by Tenant on the Building (except for proceeds attributable to Tenant’s personal property in, on or about the Premises). In the alternative, and so long as at least five (5) years remain in the Term or Tenant then exercises an Option pursuant to Paragraph 3(b), if any Tenant may, by written notice to Landlord within such 60-day period, elect to require Landlord to repair or restore such damage, in which case the Minimum Rent shall be proportionately reduced as provided in subparagraph (a) above and this Lease shall continue in full force and effect; PROVIDED, HOWEVER, that Tenant shall have the right to alter the size and configuration of the Building in the course of such reconstruction, so long as the Building as reconstructed is an integrated architectural unit, the dimensions of the Premises are substantially the same as prior to such casualty and Tenant is able to operate its business as intended at the time of Lease execution, subject to Landlord’s approval which will not be unreasonably conditioned, delayed or denied. If Tenant elects to require Landlord to construct the improvements, Tenant will make available to Landlord all insurance proceeds received by Tenant or due to Tenant, and, prior to any reconstruction, Tenant will deposit with Landlord or its contractor the amount by which the cost of reconstruction exceeds the amount of the insurance proceeds.

  • Provision of Corporate Records Other than in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event the provisions of the Tax Sharing Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to any applicable provisions of this Agreement or any Ancillary Agreement: (a) After the Effective Time, upon the prior written request by ADT NA for specific and identified Information which relates to (x) ADT NA or the conduct of the ADT North American R/SB Business, as the case may be, up to the ADT NA Distribution Date, or (y) any Ancillary Agreement, Tyco shall (or shall cause its Group member to) provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if ADT NA (or its Group member) has a reasonable need for such originals) in the possession or control of Tyco or any of its Affiliates or Subsidiaries, but only to the extent such items so relate; provided, however, that Tyco (or its applicable Group member) shall not be required to provide such copies to the extent that the provision of such would require Tyco (or its applicable Group member) to breach any confidentiality covenant or waive any attorney-client or other legal privilege. (b) After the ADT NA Distribution Date, upon the prior written request by Tyco for specific and identified Information which relates to (x) Tyco or the conduct of the Tyco Retained Business, up to the ADT NA Distribution Date, or (y) any Ancillary Agreement, ADT NA shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Tyco (or its Group member) (including for these purposes any member of the Flow Control Group) has a reasonable need for such originals) in the possession or control of ADT NA or any of its Subsidiaries; provided, however, that ADT NA (or its applicable Group member) shall not be required to provide such copies to the extent that the provision of such would require ADT NA (or its applicable Group member) to breach any confidentiality covenant or waive any attorney-client or other legal privilege.

  • Amalgamation Where the terms of the current collective agreement do not contemplate the circumstances of a proposed amalgamation or of a change outlined in 14.01, the parties will meet to negotiate a separate memorandum. Failing agreement in these negotiations either party may refer the difference to arbitration.

  • Corporate Records The minute books of the Company have been made available to the Representative and Representative Counsel and such books (i) contain minutes of all material meetings and actions of the Board of Directors (including each board committee) and stockholders of the Company, and (ii) reflect all material transactions referred to in such minutes.

  • Reconstitution Each Seller and the Servicer agree that this Agreement is a "Reconstitution Agreement", and that the date hereof is the "Reconstitution Date", each as defined in the SWSA. Executed as of the day and year first above written. XXXXXX BROTHERS BANK, FSB, as Seller By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President XXXXXX CAPITAL, A DIVISION OF XXXXXX BROTHERS HOLDINGS INC., as Seller By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Authorized Signatory XXXXX FARGO HOME MORTGAGE, INC., as Servicer By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President AURORA LOAN SERVICES, INC., as Master Servicer By: /s/ E. Xxxx Xxxxxxxxxx Name: E. Xxxx Xxxxxxxxxx Title: Exec. Vice President Acknowledged By: BANK ONE, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President – Corporate Trust Dept. 1. Unless otherwise specified herein, any provisions of the SWSA, including definitions, relating to (i) representations and warranties relating to the Mortgage Loans and not relating to the servicing of the Mortgage Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan and Pass-Through Transfers and Reconstitution, and (iv) Assignments of Mortgage, shall be disregarded. The exhibits to the SWSA and all references to such exhibits shall also be disregarded. 2. The definition of "Business Day" in Article I is hereby amended by replacing the words "the State of Maryland or" with the words "the State of Maryland, the State of Minnesota, the State of Colorado or the State of Illinois". 3. The definition of "Custodial Agreement" in Article I is hereby amended in its entirety to read as follows:

  • Corporate Resolution As of the date hereof, Seller shall have received from Purchaser a certified copy of its corporate resolution approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with such other certificates of incumbency and other evidences of corporate authority as Seller or its counsel may reasonably request.

  • Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • Consolidation The Employer may consolidate grievances arising out of the same set of facts.

  • Corporate Resolutions Delivery by the Company to the Buyer a copy of resolutions of the Company’s board of directors, approving and authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby in the form attached hereto as Exhibit C (the “Irrevocable Resolutions”);

  • Merger The Company merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.

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