Corporate Restructuring Covenants Sample Clauses

Corporate Restructuring Covenants. (a) Unless the Borrower shall have delivered to the Administrative Agent by May 31, 2023 at least one Satisfactory IOI, upon the written request of the Administrative Agent on or after June 1, 2023, the Borrower shall commence pursuit of the Corporate Restructuring (such commencement date, the “Corporate Restructuring Commencement Date”). (b) Within ten (10) days after the Corporate Restructuring Commencement Date (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), the Borrower shall have delivered to the Administrative Agent drafts of the documents necessary to effect the Corporate Restructuring, including drafts of the Agreement of Merger, the Certificate of Merger, required resolutions of Borrower’s board of directors and the constituent corporation to the holding company merger pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, and the proposed certificates of incorporation of each of New Holdco and the Borrower to be in effect after giving effect to the Corporate Restructuring. (c) Within 60 days after the Borrower has received Administrative Agent’s approval of the documents delivered pursuant to clause (b) above (or such later date as agreed to by the Administrative Agent in writing in its sole discretion), the Borrower shall have consummated the Corporate Restructuring and delivered to the Administrative Agent evidence of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.