Pre-Acquisition Reorganization. Upon request by the Offeror, the Company shall (i) use its commercially reasonable efforts to effect such reorganizations of its business, operations and assets or such other transactions as the Offeror may request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (ii) co-operate with the Offeror and its advisors in order to determine the nature of any Pre-Acquisition Reorganization that might be undertaken and the manner in which they might most effectively be undertaken; provided that any Pre-Acquisition Reorganization: (A) does not result in any breach by the Company of any contract of the Company or any Law then in effect; (B) is not prejudicial to the Company or the Shareholders in any material respect; (C) does not result in any breach by the Company of any of its covenants, representations or warranties under this Agreement (unless the Offeror has waived such breach in respect of such request); and (D) does not result in any breach by the Company of its constating documents. The Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least ten business days prior to the Expiry Time. Upon receipt of such notice, the Offeror and the Company shall co-operate and use their respective commercially reasonable efforts to prepare prior to the Expiry Time all documentation necessary or advisable and do all such other acts and things as are necessary or advisable to give effect to such Pre-Acquisition Reorganizations. The Company shall use its commercially reasonable efforts to effect any such Pre-Acquisition Reorganization immediately prior to any take-up by the Offeror of Shares deposited under the Offer. In the event that the Offeror does not take up and pay for the Shares deposited under the Offer, the Offeror will reimburse the Company for all direct fees and expenses of the Company incurred in connection with the Pre-Acquisition Reorganization, if any.
Pre-Acquisition Reorganization. (1) The Company agrees that, upon request of the Purchaser and at the Purchaser’s expense, the Company shall (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.
Pre-Acquisition Reorganization. TMX Group agrees that, upon request by LSEG, TMX Group shall, and shall cause each of its Subsidiaries to, (a) effect such reorganizations of TMX Group’s or its Subsidiaries’ business, operations and assets or such other transactions as LSEG may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (b) co-operate with LSEG 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; provided that the Pre-Acquisition Reorganizations are not, in the opinion of TMX Group acting reasonably, prejudicial to TMX Group or the TMX Group Shareholders in any material respect. LSEG shall provide written notice to TMX Group of any proposed Pre-Acquisition Reorganization at least thirty (30) Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization). Upon receipt of such notice, LSEG and TMX Group shall work co-operatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, and any such Pre-Acquisition Reorganization shall occur as close to the Effective Time as is practical. If the Arrangement is not completed, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG shall (a) reimburse TMX Group for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any Pre-Acquisition Reorganization.
Pre-Acquisition Reorganization. (a) The Company shall, and shall cause each of its Subsidiaries, to take such actions prior to the Closing Date (each, a “Pre-Acquisition Reorganization Activity”) in the manner Buyer or Sellers may reasonably request, to be effective and completed on or immediately prior to the Closing Date, provided that the Pre-Acquisition Reorganization Activity would not be reasonably likely to impair or delay the consummation of the transactions described herein, or be reasonably likely to result in any adverse financial, tax or other consequence for Sellers or Buyer, respectively. No such Pre-Acquisition Reorganization Activity shall, if taken as requested, be considered to constitute a breach of the representations or warranties or covenants hereunder. Without limiting the foregoing, a “Pre-Acquisition Reorganization Activity” may include any internal reorganizations, liquidations, contributions or consolidations of the Group Companies, or a capitalization, transfer or cancellation of any intercompany debt requested to be capitalized, transferred or cancelled by Buyer. Buyer shall be obligated to pay all out-of-pocket fees and expenses (including any incremental Taxes) of Sellers and Sellers’ Affiliates and shareholders in connection with any Pre-Acquisition Reorganization Activity requested by Buyer. Notwithstanding any other provision of this Agreement, any amounts for which Buyer is obligated to pay pursuant to the previous sentence shall not be taken into account in determining any purchase price adjustment pursuant to Section 2.3. Sellers shall be obligated to pay all out-of-pocket fees and expenses (including any incremental Taxes) of Buyer, Buyer’s Affiliates and the Group Companies in connection with any Pre-Acquisition Reorganization Activity requested by Sellers.
Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (i) effect such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.
Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of Xxxxxx, and at Canopy’s sole expense, the Company shall: (i) effect such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as Canopy may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with Canopy and their respective advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.
Pre-Acquisition Reorganization. In the event that the Purchaser proposes a Pre-Acquisition Reorganization that is not contemplated in the Plan of Arrangement on the date hereof:
Pre-Acquisition Reorganization. (1) Subject to Section 4.6(2), the Company agrees that, upon request of the Purchaser, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (a) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to perform such reorganizations of their corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request in writing, acting reasonably (each a “Pre-Acquisition Reorganization”), (b) cooperate with the Purchaser and its advisers to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, and (c) cooperate with the Purchaser and its advisers to seek to obtain any consents, approvals, waivers or similar authorizations which are reasonably requested by the Purchaser (based on the applicable terms of the Contract or Authorization) in connection with the Pre-Acquisition Reorganizations, if any.
Pre-Acquisition Reorganization. (a) Stars agrees that, subject to any required approvals of the applicable Governmental Entities and to the extent permitted by Law: Stars shall, and shall cause each of its Subsidiaries to (i) effect such reorganizations of Stars’ or its Subsidiaries’ business, operations and assets or such other transactions as Flutter, acting reasonably, may request prior to the Effective Date, (each a “Pre- Acquisition Reorganization”) and the Plan of Arrangement, if required, shall be modified accordingly; and (ii) cooperate with Flutter and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.
Pre-Acquisition Reorganization. (a) The Company shall use its commercially reasonable efforts to effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a "Pre-Acquisition Reorganization") as the Purchaser may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the Company need not effect a Pre-Acquisition Reorganization which in the opinion of the Company, acting reasonably: (i) would require the Company to obtain the prior approval of the Company Shareholders in respect of such Pre-Acquisition Reorganization; (ii) would materially impede, delay or prevent the consummation of the Arrangement (including giving rise to litigation by third parties); or (iii) could be prejudicial to the Company or Company Shareholders or other securityholders, as a whole, in any respect.
