Post-Closing Reorganization. The Company agrees that, upon the reasonable request of Parent, the Company shall use its commercially reasonable efforts, at Parent’s cost and expense, to assist Parent with Parent’s preparations for the reorganization of Parent’s and the Surviving Corporation’s corporate structure, capital structure, business, operations or assets or any other corporate transaction in connection with any reorganization contemplated by Parent to occur following the Closing; provided that nothing in this Section 7.14 shall require the Company or any of its Subsidiaries to take (a) any action or omit to take any action in violation of Applicable Law or (b) any action (other than providing information) that is not conditioned upon the occurrence of the Closing.
Post-Closing Reorganization. Immediately following the Closing, Buyer intends to (i) merge with and into Manhattan Media, LLC, a New York limited liability company and (ii) dissolve the Companies and distribute all of their assets and liabilities to Manhattan Newspaper Group, LLC, a newly formed New York limited liability company whose sole member is Manhattan Media LLC (such corporate actions, collectively referred to as the "Post-Closing Reorganization"). Buyer acknowledges that Manhattan Media LLC will possess sufficient funds to make all necessary payments in connection with the transactions contemplated by this Agreement and neither the transactions contemplated by this agreement nor those contemplated by the Post-Closing Reorganization will render Manhattan Media LLC insolvent.
Post-Closing Reorganization. The Company agrees that, upon the reasonable request of Parent, the Company shall assist Parent with Parent’s preparations for the reorganization of Parent’s and the Surviving Corporation’s corporate structure, capital structure, business, operations or assets or any other corporate transaction in connection with a reorganization contemplated by the Parent to occur following the Closing as set forth in Annex A.
Post-Closing Reorganization. Immediately following the Effective Time, each of Parent and Stockholder shall contribute their respective share of the Company’s outstanding equity interests into Holdco in exchange for, in the case of Parent, a number of shares of Class A Voting Common Stock of Holdco, par value $0.01 per share (“Holdco Voting Common Stock”), representing upon issuance 51% of Holdco’s outstanding equity interests and in the case of Stockholder, a number of shares of Holdco Voting Common Stock, representing upon issuance 49% of Holdco’s outstanding equity interests; it being acknowledged by both Parent and Stockholder that such equity interests are subject to dilution with respect to shares of Class B Non-Voting Stock of Holdco, par value $0.01 per share (“Holdco Non-Voting Common Stock”) issued pursuant to the terms of the Management Long-Term Incentive Plan or investments made by management of the Companies at or within a reasonable time following the Closing. Immediately following the foregoing contributions, Parent and Stockholder shall cause Holdco to pledge all the outstanding capital stock of the Company held by Holdco in accordance with the terms of the Debt Financing.
Post-Closing Reorganization. Promptly following the Closing, PubCo shall (i) cause Plus Holdings to merge with and into Third Merger Sub via the Third Merger, in accordance with the Cayman Companies Act, with the result of such Third Merger being that the separate corporate existence of Plus Holdings shall cease and Third Merger Sub shall continue as the surviving entity of such merger, and (ii) cause Third Merger Sub to file an election that is effective the day after such merger to be classified as a disregarded entity for United States federal tax purposes under Treasury Regulations Section 301.7701-3.
Post-Closing Reorganization. The Company agrees that, upon the reasonable request of Parent, the Company shall use reasonable best efforts to assist Parent with Parent’s preparations for the reorganization of Parent’s and the Surviving Corporation’s corporate structure, capital structure, business, operations or assets or any other corporate transaction in connection with a reorganization contemplated by the Parent to occur following the Closing as set forth in Annex A hereto; provided, however, that nothing in this Section 7.14 shall obligate the Company or its Subsidiaries to take any action that is not (i) conditioned on the consummation of the Merger and (ii) at the expense of Parent.
Post-Closing Reorganization. The proviso in Section 3.1(b) of the Business Combination Agreement is amended and restated to read as follows: “; provided that, in each case, and subject to the legal obligations of the boards of Holdco and Deutsche Börse, the Post-Closing Reorganization shall be structured with the goal of providing holders of Deutsche Börse Shares who do not exchange their Deutsche Börse Shares in the Offer with, at a maximum, the same number of Holdco Share(s) per Deutsche Börse Share or consideration having the same value (without taking into account the different tax treatment or withholding requirements that may apply) that such holders would have received in the Offer had such holder tendered its Deutsche Börse Shares in the Offer, unless otherwise required by applicable Law (it being understood that, in the Post-Closing Reorganization, holders of Deutsche Börse Shares may under certain circumstances receive a different and, to the extent permitted by applicable Law, a lower amount or different form of consideration than they would have received in the Offer).”
Post-Closing Reorganization. Following the Closing, the Parties shall take, or cause to be taken, the actions set forth in the Post-Closing Reorganization Plan substantially in the form attached hereto as Exhibit A - Part 3 (the actions set forth in the Post-Closing Reorganization Plan, the “Post-Closing Reorganization” and all of the documents implementing the Post-Closing Reorganization, the “Post-Closing Reorganization Documents”); provided that (a) the Parties shall consult with each other in good faith with respect to all matters relating to the Post-Closing Reorganization, (b) provide each other an opportunity to review and comment on the Post-Closing Reorganization Documents, and (c) take into account all reasonable comments made by each Party with respect to the Post-Closing Reorganization Documents.
Post-Closing Reorganization. The parties hereto acknowledge and agree that the Xxxx Xxxxxxx shall be permitted to effect a restructuring following the Closing as specified in Exhibit B (to the extent relating to steps to be performed after Closing, the “Post-Closing Restructuring”), but only if such Post-Closing Restructuring is completed within forty five (45) days following Closing. Buyers shall cooperate to facilitate and register the transfer of the Share Consideration and the Notes in accordance with Exhibit B, in each case, within ten (10) Business Days following delivery from the Xxxx Xxxxxxx of evidence that the Post-Closing Restructuring has been completed. With respect to each transferee of the Share Consideration and Notes pursuant to the Post-Closing Restructuring, Xxxx Xxxxxxx shall cause each transferee to (a) deliver to Navigator a duly executed joinder to the Navigator Shareholders Agreement, in form and substance reasonably satisfactory to Navigator and (b) deliver to Navigator a certification containing the representations and warranties set forth in Section 2.14 (Investment Purpose) with respect to such transferee.
Post-Closing Reorganization. 15 Pre-Approved Post-Closing Reorganization....................................15
