Common use of Pre-Acquisition Reorganization Clause in Contracts

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.

Appears in 4 contracts

Samples: Arrangement Agreement, Agreement (Cresco Labs Inc.), Agreement (Columbia Care Inc.)

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Pre-Acquisition Reorganization. (1) The Company Subject to Section 4.6(2)(b), Corporation agrees that, upon request of the Purchaser and at the Purchaser’s expense, the Company Corporation shall use its commercially reasonable efforts to: (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.

Appears in 2 contracts

Samples: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)

Pre-Acquisition Reorganization. (1) The Subject to Section 4.6(2), 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.

Appears in 2 contracts

Samples: Agreement (SG Enterprises, II LLC), Arrangement Agreement (Response Biomedical Corp)

Pre-Acquisition Reorganization. (1a) 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”)) provided, and (ii) cooperate with the Purchaser and its advisors to determine the nature of however, that the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.Reorganization shall not:

Appears in 2 contracts

Samples: Agreement (Coral Gold Resources, Ltd.), Arrangement Agreement (Us Concrete Inc)

Pre-Acquisition Reorganization. (1a) The Subject to Section 4.13(b), the Company agrees that, upon request of the Purchaser and at the Purchaser’s expense, the Company shall 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.

Appears in 1 contract

Samples: Arrangement Agreement (Thompson Creek Metals Co Inc.)

Pre-Acquisition Reorganization. (1) The Subject to Section 4.5(2), 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-Pre- Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.

Appears in 1 contract

Samples: Agreement

Pre-Acquisition Reorganization. (1) The Company agrees that, upon request of the Purchaser and at the Purchaser’s '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.

Appears in 1 contract

Samples: Arrangement Agreement

Pre-Acquisition Reorganization. (1) The Company agrees that, upon request of the Purchaser and at the Purchaser’s expense, the Company shall use all commercially reasonable efforts to (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.

Appears in 1 contract

Samples: Arrangement Agreement (HEXO Corp.)

Pre-Acquisition Reorganization. (1) The Subject to Section 4.5(2), 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-Pre- Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.

Appears in 1 contract

Samples: Nevsun Resources (Nevsun Resources LTD)

Pre-Acquisition Reorganization. (1a) The Subject to Section 5.9(b), the Company agrees that, upon request of the Purchaser and at the Purchaser’s expense, the Company shall use commercially reasonable efforts to: (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 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.

Appears in 1 contract

Samples: Arrangement Agreement

Pre-Acquisition Reorganization. (1) The Subject to Section 4.5(2), 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-Pre- Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.undertaken.‌

Appears in 1 contract

Samples: Arrangement Agreement

Pre-Acquisition Reorganization. (1) The Subject to the remainder of this Section 4.8, the Company agrees that, upon the reasonable request of the Purchaser and at by the Purchaser’s expense, the Company shall shall: (i) perform effect such reorganizations of the Company's and its Subsidiaries' corporate structure, capital structure, business, operations or assets 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 in order to determine the nature of the and manner in which any Pre-Acquisition Reorganizations that Reorganization might be undertaken and the manner in which they would most effectively be undertaken.

Appears in 1 contract

Samples: Arrangement Agreement (Fitlife Brands, Inc.)

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 consider and evaluate, in its sole discretion, any proposed corporate structure, capital structure, business, operations and assets or such other transactions transactions, including amalgamation or liquidation, as the Purchaser may request, acting reasonably request (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the provided such Pre-Acquisition Reorganizations that might be undertaken and Reorganization is mutually beneficial to the manner in which they would most effectively be undertakenParties.

Appears in 1 contract

Samples: Arrangement Agreement (Luxfer Holdings PLC)

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Pre-Acquisition Reorganization. (1) The Company agrees that, upon request of the Purchaser and at the Purchaser’s expense, the Company shall use all commercially reasonable efforts to (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.

Appears in 1 contract

Samples: Arrangement Agreement (HEXO Corp.)

Pre-Acquisition Reorganization. (1) The Subject to Section 4.5(2), the Company agrees that, upon request of the Purchaser Parent 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 Parent and 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.

Appears in 1 contract

Samples: Arrangement Agreement (Westwater Resources, Inc.)

Pre-Acquisition Reorganization. (1) The Company agrees thatSubject to Section 4.5(2), Section 4.5(3) and Section 4.5(4), upon request of the Purchaser and at the Purchaser’s expense, the Company shall shall: (ia) perform undertake such transactions and 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-Pre- Acquisition Reorganization”), ; and (iib) 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.

Appears in 1 contract

Samples: Arrangement Agreement

Pre-Acquisition Reorganization. (1) The Company agrees thatSubject to Section 4.10(2), upon request of the Purchaser and at the Purchaser’s expense, the Company shall use commercially reasonable efforts to: (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.

Appears in 1 contract

Samples: Arrangement Agreement (Patheon Inc)

Pre-Acquisition Reorganization. (1) The Subject to Section 4.7(2), 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.

Appears in 1 contract

Samples: Arrangement Agreement (Pixelworks, Inc)

Pre-Acquisition Reorganization. (1) The Company agrees that, upon Upon the request of the Purchaser and at the Purchaser’s expense, the Company Vendor shall use its commercially reasonable efforts to: (ia) perform such reorganizations of its the Target Entities and their corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each each, a “Pre-Acquisition Reorganization”), ; and (iib) 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.

Appears in 1 contract

Samples: Share and Unit Purchase Agreement (Kinder Morgan Canada LTD)

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon request of the Purchaser and at the Purchaser’s expense, the Company shall (i) perform effect such reorganizations reorganization of its corporate structure, capital structure, business, operations operations, subsidiaries and assets or such other transactions as the Purchaser may request(each, acting reasonably (each a “Pre-Acquisition Reorganization”)) as the Purchaser may reasonably request prior to the Effective Date, and (ii) cooperate with the Purchaser and its advisors to determine Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the nature of the Company need not effect a Pre-Acquisition Reorganizations that might be undertaken and Reorganization which would impede or materially delay the manner in which they would most effectively be undertakenconsummation of the Arrangement.

Appears in 1 contract

Samples: Arrangement Agreement

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