Pre-Acquisition Reorganizations. Target agrees that, upon request by Purchaser, Target shall, and shall cause its subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to (i) effect such reorganizations of its business, operations and assets and the integration of other affiliated businesses as Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”) provided that the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares and (ii) cooperate with 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. Purchaser acknowledges and agrees that the Pre-Acquisition Reorganizations shall (A) not delay or prevent consummation of the Arrangement (including by giving rise to litigation by third parties) or (B) not be considered in determining whether a representation or warranty of Target hereunder has been breached, it being acknowledged by Purchaser that these actions could require the consent of third parties under applicable Contracts. Purchaser shall provide written notice to Target of any proposed Pre-Acquisition Reorganization at least thirty days prior to the Effective Time. Upon receipt of such notice, Purchaser and Target shall, at the expense of Purchaser, work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations. The parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Date (but after Purchaser shall have waived or confirmed that all conditions to Closing have been satisfied), in any event, shall not be a condition to completion of the Arrangement. If the Arrangement is not consummated, for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization).
Pre-Acquisition Reorganizations. (a) Primero will use commercially reasonable efforts to effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as First Majestic may reasonably request prior to the Effective Date, and the Arrangement, if required, will be modified accordingly; provided, however, that Primero need not effect a Pre-Acquisition Reorganization which would impede or materially delay the consummation of the Arrangement.
Pre-Acquisition Reorganizations. (a) The Company agrees that, upon the request by the Purchaser, the Company shall, and shall cause each of its subsidiaries to, use its commercially reasonable efforts to:
Pre-Acquisition Reorganizations. The Company shall agree to effect such reorganization of its business, operations and assets or such other transactions, including to contemplate an amalgamation of companies, (each, “Pre-Acquisition Reorganization”) as GSK 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 any Pre-Acquisition Reorganization which in the opinion of the Company, acting reasonably, (i) would require the Company to obtain the approval of the Securityholders in respect of such Pre-Acquisition Reorganization other than at the Meeting, (ii) would prejudice the Securityholders, (iii) would impede or materially delay the consummation of the transactions contemplated hereby or (iv) cannot either be completed immediately prior to or contemporaneously with the Effective Time, or cannot be reversed or unwound without adversely affecting the Company and its subsidiaries. GSK shall be responsible for, and reimburse the Company for, all reasonable fees and expenses (including any professional fees and expenses) incurred by the Company and its subsidiaries in considering or effecting a Pre-Acquisition Reorganization and for any costs of the Company and its subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to termination of this Agreement at GSK’s request.
Pre-Acquisition Reorganizations. Continental will agree to effect such reorganization of its business, operations and assets or such other transactions (each, “Pre-acquisition Reorganization”) as the Jinchuan Parties may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that such reorganization shall be at the sole and prepaid expense of the Jinchuan Parties, the Jinchuan Parties fully indemnify Continental and any material subsidiaries, in form and substance satisfactory to Continental (acting reasonably), for any expense damage, loss or other disadvantage for so doing, and that Continental need not effect any Pre-acquisition Reorganization which, in the opinion of Continental, acting reasonably, (a) would require Continental to obtain the approval of any class of Continental Securityholders in respect of such Pre-Acquisition Reorganization other than at the Continental Meeting, (b) would prejudice any class of Continental Securityholders in any manner whatsoever, whether financial or otherwise, (c) would impede or materially delay the consummation of the transactions contemplated hereby, (d) would unreasonably interfere in the ongoing operations of Continental, (f) would require Continental to contravene any Laws , its respective organizational documents, or any contract of Continental, or (e) cannot either be (i) completed immediately prior to or contemporaneously with the Effective Time or (ii) reversed or unwound without adversely affecting Continental and its Subsidiaries (and provided that a risk of adversely affecting Continental shall be deemed to be adversely affecting it). Purchaser shall provide Continental with 10 Business Days notice, and a description of the Pre-acquisition Reorganization, with it being understood in all cases that (A) any action taken by Continental or any subsidiary in good faith pursuant to any request to effect a Pre-acquisition Reorganization shall be deemed not to constitute a breach of any representation, warranty or covenant under this Agreement or any agreement to which Continental and the Jinchuan Parties are parties, and (B) if, at the request of the Jinchuan Parties, Continental effects any Pre-acquisition Reorganization and the Arrangement is not consummated, the Jinchuan Parties shall be responsible for any structuring and unwinding costs (including any Tax costs) reasonably incurred in connection with any proposed or completed Pre-acquisition Reorganizat...
Pre-Acquisition Reorganizations. Terasen will agree to effect such reorganization of its business, operations and assets or such other transactions (each, "Pre-acquisition Reorganization") as the Kinder Parties may - 67 - reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly. Provided, however, that Terasen need not effect Pre-acquisition Reorganization which in the opinion of Terasen, acting reasonably, (i) would require Terasen to obtain the approval of the Terasen Securityholders in respect of such Pre-Acquisition Reorganization other than at the Terasen Meeting, (ii) would prejudice the Terasen Securityholders, (iii) would impede or materially delay the consummation of the transactions contemplated hereby or (iv) cannot either be (A) completed immediately prior to or contemporaneously with the Effective Time, or (B) reversed or unwound without adversely affecting Terasen and its subsidiaries.
Pre-Acquisition Reorganizations. Target agrees that, upon request by Purchaser, Target shall, and shall cause its subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to
Pre-Acquisition Reorganizations. (1) The Corporation shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to implement Part A of the Pre-Closing Reorganization as soon as reasonably practicable and, in any case, prior to the earlier of (i) December 31, 2017 and (ii) one Business Day prior to the Effective Date (unless otherwise agreed by the Purchasers), and to implement Part B of the Pre-Closing Reorganization no later than one Business Day prior to the Effective Date (unless otherwise agreed by the Purchasers) and shall cooperate with the Purchasers in implementing such Pre-Closing Reorganization. In connection with the Pre-Closing Reorganization, the Corporation shall provide each Purchaser and its respective legal counsel with reasonable opportunity to review and comment upon drafts of all materials related to the Pre-Closing Reorganization, prior to completion of the relevant step of the Pre-Closing Reorganization, and will accept the reasonable comments of the Purchasers and their respective legal counsel on such materials, provided that Part B of the Pre-Closing Reorganization shall not become effective unless each Purchaser has irrevocably waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have irrevocably confirmed in writing that it is prepared, and able to promptly and without condition (other than compliance with this Section 4.7) immediately proceed to effect the Arrangement.
Pre-Acquisition Reorganizations. (a) The Company agrees that, upon request by Acquisitionco, the Company shall, and shall cause the Subsidiaries to, in each case, at the expense of Acquisitionco, use its commercially reasonable efforts to:
Pre-Acquisition Reorganizations. The Company will agree to effect such reorganization of its business, operations and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as Parent 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 approval of the Shareholders in respect of such Pre-Acquisition Reorganization other than at the Special Meeting, (ii) would prejudice the Company’s Shareholders, (iii) would impede or materially delay the consummation of the Transactions or (iv) cannot either be completed immediately prior to or contemporaneously with the Effective Time, or cannot be reversed or unwound without adversely affecting the Company and the Subsidiaries. If the Arrangement is not 42 completed, Parent shall forthwith reimburse the Company for all reasonable fees and expenses (including any professional fees and expenses) incurred by the Company and the Subsidiaries in considering or effecting a Pre-Acquisition Reorganization and shall be responsible for any costs of the Company and the Subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to termination of this Agreement at Parent’s request.
