Possible Restructuring. The parties hereto acknowledge that the Purchaser and the Company are considering a restructuring involving one or more of the Group Companies, including a restructuring pursuant to which a wholly-owned Subsidiary of the Purchaser (“NewCo”) would acquire a controlling interest in the Company prior to, at or after Completion and the Company would distribute the shares of the US operating subsidiary of the Company to NewCo (the “Restructuring”). The parties agree to reasonably cooperate to effect the Restructuring so long as it does not adversely affect any party’s rights or obligations hereunder.
Possible Restructuring. Seller agrees to cooperate with Parent and ---------------------- the Purchaser in restructuring the transactions contemplated herein if Parent and the Purchaser reasonably determine that such a restructuring would be advantageous to provide that either: (i) Seller shall sell, and the Purchaser shall purchase, all of Seller's shares of Series B Preferred Stock within two business days after (and conditioned upon) the consummation of the Offer; or (ii) Seller shall tender its Series B Preferred Stock into the Offer for Shares immediately upon acceptance for purchase, if Seller obtains confirmation satisfactory to Seller that such conversion would not require Seller to make a filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976; provided, however, that in either case Seller shall receive the same aggregate cash amount Seller would have received by tendering its Series B Preferred Stock to the Purchaser pursuant to the Offer and provided that Seller shall reasonably determine that he not be in any other way disadvantaged thereby. Parent, the Purchaser and the Company agree that if for any reason whatsoever Seller does not receive full payment for the Series B Preferred Stock within one week of acceptance for purchase pursuant to the Offer, the Company will immediately reissue the Series B Preferred Stock to Seller and cancel any Shares into which such Series B Preferred Stock has been converted. * * *
Possible Restructuring. On or before October 29, 2004, Purchaser may deliver a written notice (a “Restructuring Notice”) to Sellers stating that Purchaser desires to restructure the proposed transaction such that the Company undertakes a corporate reorganization with the effect that Integris Metals Corporation becomes the parent of the Company (the “Restructuring”). If Purchaser delivers a Restructuring Notice to Sellers, the Parties shall, and shall cause their Affiliates to, (a) as promptly as reasonably practicable amend this Agreement to reflect the Restructuring on mutually acceptable terms and (b) use their respective Best Efforts to effect the agreed upon restructuring as promptly as is reasonably practicable.
