Corporate Reorganizations. (a) The Block Companies may assign their rights and obligations under this Participation 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 Participation 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 Participation 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 Participation Agreement to the extent necessary to reflect such Permitted Block 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. STP and the Subsidiaries have not suffered or carried out any merger (incorporação), spin-off (cisão), merge of shares (incorporação de ações), or amalgamation (fusão) during the last ten (10) years.
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 shall be made in the number and kind of shares as to which options may be granted. A corresponding adjustment changing the number of shares and the exercise price per share allocated to unexercised options or portions thereof, which shall have been granted prior to any such change, shall likewise be made. Any such adjustment, however, in an outstanding option shall be made without change in the total price applicable to the unexercised portion of the option but with a corresponding adjustment in the price for each share covered by the option.
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.
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:
