Pre-Acquisition Reorganization. (1) The Company agrees that, upon request by the Purchaser, the Company shall use all commercially reasonable efforts to: (i) effect such reorganizations of the Company’s and its Subsidiaries’ respective corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (including the continuance of the Company and/or any of its Subsidiaries under the Laws of another jurisdiction or amending the Organizational Documents of the Company and/or any of its Subsidiaries) (each, a “Pre-Acquisition Reorganization”); and (ii) cooperate with the Purchaser 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 Company shall be required to take the foregoing actions only to the extent that the Company determines in good faith that: (a) the Pre-Acquisition Reorganizations are not prejudicial or adverse to the Company or any of its Subsidiaries (having regard to the indemnities provided herein), or any of the Company Securityholders; (b) the Pre-Acquisition Reorganizations do not impair the ability of any of the Parties to complete the Arrangement or delay the completion of the Arrangement; (c) the Pre-Acquisition Reorganizations are only effected on the Closing Date and as close as reasonably practicable to immediately prior to the Effective Time; (d) none of the Company or its Subsidiaries is required to take any action that could reasonably be expected to result in Taxes being imposed on, or any adverse Tax or other consequences to, any Company Securityholder incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement in the absence of action being taken pursuant to this Section 4.6; (e) the Pre-Acquisition Reorganizations do not result in any breach by the Company or any of its Subsidiaries of any Contract or any breach by the Company or any of its Subsidiaries of their respective Organizational Documents or Law; (f) the Pre-Acquisition Reorganizations do not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, taken as a whole; (g) the Pre-Acquisition Reorganizations do not require the Company to obtain approval of the Company Securityholders (other than in respect of the Arrangement Resolution at the Company Meeting); (h) the Pre-Acquisition Re...
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. Upon request by the Offeror, the Company shall (i) 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 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: (A) does not result in any breach by the Company of any existing contract or commitment of the Company or any Law; (B) is not prejudicial to the Company 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 is not materially prejudicial to the Shareholders. The Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least ten (10) Business Days prior to the Expiry Time. Upon receipt of such notice, the Offeror and the Company shall work co-operatively and use commercially reasonable efforts to prepare prior to the Expiry Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. The completion of any such Pre-Acquisition Reorganization shall be effected immediately prior to any take-up by the Offeror of Shares tendered to the Offer. In the event that Offeror does not take up and pay for the Shares deposited under the Offer, Offeror will reimburse the Company for all direct and indirect costs and liabilities of the Company incurred in connection with the Pre-Acquisition Reorganization (including implementation costs, employment costs, Taxes, costs, including incremental Tax costs, incurred to unwind any such transaction and expenses for filing fees and legal, accounting and other advisers), if any.
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. 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. (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. (i) The Company agrees that, upon request by the Purchaser, the Company shall use all commercially reasonable efforts to:
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) 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.
