No Reorganization. Buyer and Seller hereby acknowledge and agree that the purchase and sale in accordance with this Agreement does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code and neither Buyer nor Seller shall prepare or file any Tax Returns containing a position inconsistent with the such understanding and agreement.
No Reorganization. Without limiting the prohibitions on mergers involving Grantors contained in the Credit Agreement, no Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is organized as of the Closing Date without the prior written consent of Agent.
No Reorganization. Subject to Article 12, each of the Obligors covenants and agrees that they will not enter into any scheme or arrangement for any reconstruction or reorganization involving any of the Corporation or for any consolidation, amalgamation, merger, arrangement or similar transaction involving the Corporation and any other Person.
No Reorganization. No provision of this Agreement or any Ancillary Agreement shall be interpreted as requiring any Buyer Party or any of their Subsidiaries to dispose of, hold separately or make any material and adverse change in, any material portion of their respective businesses or assets (or the Acquired Assets) or incur any other substantial burden. If a Required Consent is made subject to or conditional upon any of the foregoing, the decision of whether to comply with such condition shall be made by the Buyer Parties, acting in their sole discretion.
No Reorganization. Reincorporate or otherwise reorganize as anything other than a Delaware corporation.
No Reorganization. No Obligor shall (and each Obligor shall ensure that no Subsidiary shall) agree to enter into or enter into any scheme or arrangement for any reconstruction or reorganization involving or for any consolidation, amalgamation, merger, arrangement or similar transaction involving any Obligor unless the Obligor has procured that the covenants contained in this Agreement, including without limitation Section 2.2(7) have been and will be complied with and/or are binding on all applicable parties.
No Reorganization. Without limiting the prohibitions on mergers involving Canadian Grantors contained in the Credit Agreement, no Canadian Grantor shall continue, reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is organized as of the Closing Date without the prior written consent of Canadian Agent.
No Reorganization. Subject to Section 10.1, the Corporation hereby covenants and agrees that, except with the prior written consent of the Lead Holder, it will not, and will ensure that no Significant Subsidiary enters into any scheme or arrangement for any reconstruction or reorganization involving any of the Corporation or any Significant Subsidiary or for any consolidation, amalgamation, merger, arrangement or similar transaction involving the Corporation, or any Significant Subsidiary, and any other Person.
No Reorganization. The Company and SOM jointly and severally agree that neither the Company nor SOM will take any action, without David's prior written consent, to reorganize the Company in any manner which would materially alter David's ability to achieve the Profitability Milestone.
No Reorganization. Parent agrees that it shall not, and will procure that its Subsidiaries do not, adopt or implement a plan for the dissolution, merger, restructuring, consolidation, recapitalization or other reorganization or similar transaction involving Guarantor or any of its Subsidiaries which would result in Guarantor not having sufficient assets to meet its obligations under this Agreement, without first causing one of its Subsidiaries of equivalent creditworthiness to Guarantor as at the date of this Agreement to assume Guarantor’s obligations hereunder prior to such dissolution, merger, restructuring, consolidation, recapitalization or other reorganization or similar transaction.
