Pre-Acquisition Re-organization Sample Clauses

Pre-Acquisition Re-organization. The Company agrees that, upon request by Triple Flag, the Company shall, and shall cause each Company Subsidiary to, (a) effect such reorganizations of the Company or the Company Subsidiaries’ business, operations and assets or such other transactions as Triple Flag may request, acting reasonably (each a “Pre-Acquisition Reorganization”), (b) co-operate with Triple Flag and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken, and (c) not take any action that would prevent or materially impair the Pre-Acquisition Reorganization; provided, however, that the Company need not affect any Pre-Acquisition Reorganization which, in the opinion of the Company, acting reasonably, (i) would require the approval of Company Shareholders or other securityholders, (ii) would be prejudicial to the Company, any Company Subsidiary, or Company Shareholders or other securityholders in any material respect, (iii) would reduce the consideration or change the form or proportion of consideration to be received by the Company Shareholders, (iv) would unreasonably interfere with the ongoing operations of the Company or any Company Subsidiary, (v) unless agreed by the Company, would require any filing with, notification to or approval of any Governmental Entity or third party prior to the Effective Date, (vi) would require the Company or any Company Subsidiary to contravene any applicable Laws or its respective constating documents or any Contract or agreement in respect of which the necessary consents to any such contravention have not been obtained, (vii) would result in Taxes being imposed on, or other adverse Tax consequences to the Company or any Company Subsidiary, or any Company Shareholders or other securityholders that is incrementally greater than the Taxes imposed on or other consequences to such persons in connection with the completion of the Arrangement in the absence of such Pre-Acquisition Reorganization, (viii) result in the withdrawal or material modification of the Fairness Opinions, (ix) would be unable to be reversed or unwound in the event the Arrangement is not consummated without materially prejudicing the Company, any Company Subsidiary, or Company Shareholders or other securityholders. Triple Flag agrees that it will be responsible for all reasonable costs and expenses associated with any Pre-Acquisition Reorganization to be carried out...