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.
(2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization:
(a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date;
(b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect;
(c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries;
(d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law;
(e) does not require the approval of the Company Shareholders;
(f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and
(g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement).
(3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work co...
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. Notwithstanding any other provisions of this Agreement, Baytex shall be permitted to complete the Pre-Acquisition Reorganization provided that: (a) Baytex provides details of the Pre-Acquisition Reorganization to Raging River and its advisors; (b) such Pre-Acquisition Reorganization does not have the effect of reducing the consideration to be received under the Arrangement by any of the Raging River Shareholders; (c) such Pre-Acquisition Reorganization does not impose any incremental tax obligations on the Raging River Shareholders in connection with the Arrangement or a Pre-Acquisition Reorganization; or (d) such Pre-Acquisition Reorganization, in the opinion of Raging River or its advisors, acting reasonably, will not have a material adverse effect on Baytex. "
Pre-Acquisition Reorganization. Target will, before the Effective Date, take such actions to reorganize the ownership structure of its assets as Purchaser may reasonably request; provided that, and notwithstanding any other provision in this Agreement:
Pre-Acquisition Reorganization. The Company agrees that, upon request by the Purchaser, the Company shall use all commercially reasonable efforts to:
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.
(2) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may enter into transactions intended to step up the tax basis in certain capital property of the Company and/or its affiliates for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information.
(3) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.7(1) unless such Pre-Acquisition Reorganization:
(a) can be implemented immediately prior to the Effective Date;
(b) is not materially prejudicial to the Company or the Company Shareholders, as a whole, in any material respect;
(c) does not materially and unreasonably interfere with the ongoing operations of the Company and its Subsidiaries taken as a whole;
(d) does not result in (i) any material breach by the Company of any Material Contract;
Pre-Acquisition Reorganization. (a) Great Bear agrees to effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as Kinross may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that unless otherwise agreed by Kinross and Great Bear (i) any Pre- Acquisition Reorganization is not, in the opinion of Great Bear or Great Bear’s counsel, acting reasonably, prejudicial to Great Bear or Great Bear Shareholders, 51294286.4
Pre-Acquisition Reorganization. (a) Reunion Gold shall effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as GMIN may request, acting reasonably, prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, that any Pre- Acquisition Reorganization: (i) is not detrimental to Reunion Gold or the Reunion Gold Securityholders in any material respect; (ii) does not require Reunion Gold to obtain the prior approval of Reunion Gold Shareholders in respect of such Pre-Acquisition Reorganization (other than the approval of the Arrangement at the Reunion Gold Meeting); (iii) does not impair, prevent or delay the consummation of the Arrangement;
Pre-Acquisition Reorganization. (a) The Company agrees 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;
Pre-Acquisition Reorganization. Angle shall reasonably cooperate with Bellatrix and its tax advisors in structuring the Arrangement and other transactions contemplated to occur in conjunction with the Arrangement and any Pre-Acquisition Reorganization (as defined below) in a tax effective manner and assist Bellatrix and its tax advisors in making such investigations and enquiries with respect to Angle in that regard, as Bellatrix and its tax advisors shall consider necessary provided that Angle shall not be obligated to consent or agree to any structuring contemplated by this Section 3.6 that (i) would have the effect of reducing the consideration to be received under the Arrangement by any of the Angle Securityholders; (ii) impose any incremental tax obligations on the Angle Securityholders in connection with the Arrangement or a Pre-Acquisition Reorganization; or (iii) may have an adverse effect on Angle or its business or assets if the Arrangement is not consummated for any reason, and unless it has received an appropriate indemnity indemnifying it for all liabilities, damages, claims, judgements, costs, expenses, and losses which it may suffer or incur as a result of such Pre-Acquisition Reorganization. "
