Corporate Reorganizations Sample Clauses

Corporate Reorganizations. (a) The Block Companies may assign their rights and obligations under this Retail Distribution Agreement to one or more Subsidiaries of H&R Block without the consent of the HSBC Companies if (i) such assignment is desirable in connection with a reorganization of the business operations of H&R Block's Subsidiaries, (ii) such contemplated assignment will not materially adversely affect any right or obligation of any HSBC Company under this Retail Distribution Agreement, and (iii) the contemplated assignee (A) is a wholly owned (direct or indirect) Subsidiary of H&R Block and (B) has the operational and financial capacity to meet all obligations of the assigning Block Company under this Retail Distribution Agreement contemplated to be assigned to it (a "Permitted Block Assignment"). The assigning Block Companies shall provide each of the HSBC Companies at least sixty (60) days prior written notice of any contemplated Permitted Block Assignment. The parties hereto agree to amend this Retail Distribution Agreement to the extent necessary to reflect such Permitted Block Assignment. (b) The HSBC Companies may assign their rights and obligations under this Retail Distribution Agreement to one or more Subsidiaries of HSBC North American Holdings, Inc. without the consent of the Block Companies if (i) such assignment is desirable in connection with a reorganization of the business operations of HSBC North American Holdings, Inc.'s Subsidiaries, (ii) such contemplated assignment will not materially adversely affect any right or obligation of any Block Company under this Retail Distribution Agreement, and (iii) the contemplated assignee (A) is a wholly owned (direct or indirect) Subsidiary of HSBC North American Holdings, Inc., (B) only with respect to any assignment by HSBC Bank under this Section 2.6(b), is a national bank or federal savings association and (C) has the operational and financial capacity to meet all obligations of the assigning HSBC Company under this Retail Distribution Agreement contemplated to be assigned to it (a "Permitted HSBC Assignment"). The assigning HSBC Companies shall provide each of the Block Companies at least sixty (60) days prior written notice of any contemplated Permitted HSBC Assignment. The parties hereto agree to amend this Retail Distribution Agreement to the extent necessary to reflect such Permitted HSBC Assignment.

Corporate Reorganizations. If the outstanding shares of the stock of the Company are increased, decreased or changed into, or exchanged for, a different number or kind of shares or securities of the Company through reorganization, recapitalization, reclassification, stock split, stock dividend, stock consolidation, or merger as a result of which the Company is the surviving corporation, or otherwise, an appropriate and proportionate adjustment will be made in the number and kind of shares as to which Bonus Securities may be granted. A corresponding adjustment changing the number of Bonus Stock allocated but not issued, which will have been allocated prior to any such change, will likewise be made. A corresponding adjustment changing the number of shares and the exercise price per share allocated to unexercised Stock Options or portions thereof, which will have been granted prior to any such change, will likewise be made. Any such adjustment, however, in an outstanding Bonus Stock Option will be made without change in the total price applicable to the unexercised portion of the Bonus Stock Option but with a corresponding adjustment in the price for each share covered by the Bonus Stock Option.

Corporate Reorganizations. As an inducement for IP to exchange the Chamflora Assets for the LA Assets, VCP hereby agrees to carry out a corporate reorganization in order to convey the LA Assets into the newly-formed LA Company until the Closing Date. IP, in turn, shall carry out a corporate reorganization in order to have only and all of the Chamflora Assets in Chamflora on the Closing Date.

Corporate Reorganizations. Notwithstanding anything in this Section 7 to the contrary, a “Change in Control” for purposes of this Agreement shall not include any corporate restructuring transaction by the Association or the Company, including, but not limited to a mutual-to-stock conversion.

Corporate Reorganizations enter into or become party to any transaction (each a "Corporate Transaction") of merger, amalgamation, consolidation, winding-up, plan of arrangement, reorganization or reconstruction with any Person or enter into any transaction by way of transfer, liquidation, sale, lease, disposition or otherwise whereby all or substantially all of its Property would become the Property of any other Person, or take any corporate, partnership or trust action in pursuance of any of the foregoing; provided that any Loan Party may do so if such Corporate Transaction is conducted solely with another Loan Party or between Loan Parties;

Corporate Reorganizations. Notwithstanding anything contained herein to the contrary, the unexercised options granted hereunder shall lapse at the time(s) and to the extent provided in Section 15 of the Plan.

Corporate Reorganizations. Upon the occurrence of a ------------------------- Terminating Transaction, as defined below, as of the effective date of such Terminating Transaction, the Option (whether or not vested) shall terminate unless (i) provision is made in writing in connection with such transaction for the assumption of such Option, or for the substitution for such Option of new options covering the securities of a successor corporation or an affiliate thereof, with appropriate adjustments as to the number and kind of securities and exercise prices, in which event such Option shall continue or be replaced, as the case may be, in the manner and under the terms so provided; or (ii) the Board otherwise shall provide in writing for such adjustments as it deems appropriate in the terms and conditions of the Option (whether or not vested), including without limitation providing for the cancellation of the Option and its automatic conversion into the right to receive the securities or other properties which a holder of the shares underlying the Option would have been entitled to receive upon such Terminating Transaction had such shares been issued and outstanding (net of the appropriate option exercise price). If, pursuant to the foregoing provisions of this paragraph (b), the Option shall terminate by reason of the occurrence of a Terminating Transaction without provision for any of the action(s) described in clause (i) or (ii) hereof, then Optionee shall have the right, at such time immediately prior to the consummation of the Terminating Transaction as the Board shall designate, to exercise her Option to the full extent not theretofore exercised, including any portion which has not yet become exercisable. "Terminating Transaction" shall mean any of the following events: (a) the dissolution or liquidation of the Company; (b) a reorganization, merger or consolidation of the Company with one or more other corporations (except with respect to a transaction, the purpose of which is to change the domicile or name of the Company), as a result of which the Company goes out of existence or becomes a subsidiary of another corporation (which shall be deemed to have occurred if another corporation shall own, directly or indirectly, fifty percent (50%) or more of the aggregate voting power of all outstanding equity securities of the Company); or (c) a sale of all or substantially all of the Company's assets.

Corporate Reorganizations. No Company Affiliate shall create or acquire any new Company Affiliate, merge with or into or consolidate with any Person, acquire all or a substantial portion of the assets of any Person, or permit any Person to merge with or into or consolidate with it, or agree to do any of the foregoing, or engage in any material business other than those engaged in on the date hereof, or assume or agree to discharge the liabilities or obligations of any other Person, unless permitted under Section 9.10 hereof or unless: (a) the proposed transaction is an internal reorganization, not involving any Person other than one or more Company Affiliates; (b) Borrower gives at least fifteen (15) days' prior written notice and all reasonably requested information to the Agent; (c) any new Company Affiliate complies with Section 8.07 and executes and joins in this Agreement and the other Loan Documents (other than the Notes); (d) any new Company Affiliate grants to the Banks a security interest and/or mortgage on all of its assets pursuant to the Security and Pledge Agreement, a Mortgage or Mortgages and any other necessary documents; and (e) Borrower and any new Company Affiliate deliver to the Banks such legal opinions, record searches and other documents as may be reasonably requested.

Corporate Reorganizations. Upon the occurrence of a Terminating -------------------------- Transaction, as defined below, as of the effective date of such Terminating Transaction, the Option (whether or not vested) shall terminate unless (i) provision is made in writing in connection with such transaction for the assumption of such Option, or for the substitution for such Option of new

Corporate Reorganizations. Any and all corporate reorganizations, including but not limited to spin-off of ESAE and Conepar, that occurred in the second half of 2000, were carried out with strict observance of all applicable Brazilian legislation, including but not limited to tax and corporate legislation.