Pre-Arrangement Reorganization Sample Clauses

Pre-Arrangement Reorganization. (a) The Company agrees to use commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under Law to effect such reorganizations of the Company’s business, operations and assets as Parent or AcquisitionCo, as applicable, may reasonably request (each a "Pre-Arrangement Reorganization") and (ii) co-operate with Parent or AcquisitionCo, as applicable, and its advisors in order to determine the nature of any Pre-Arrangement Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided, however, that: (A) the Pre-Arrangement Reorganizations do not require the approval of the Company Securityholders, (B) the Pre-Arrangement Reorganizations do not reduce the consideration to be received by the Company Securityholders, (C) the Pre-Arrangement Reorganizations are not prejudicial, in any material respect, to Company Securityholders, (D) the Pre-Arrangement Reorganizations do not require the Company or any of its Subsidiaries to contravene (I) any Laws, (II) its or their respective organizational documents or (III) any Contract in any material respect, (E) the Pre-Arrangement Reorganizations do not prevent, materially delay or impede the ability of the Company to consummate the Arrangement, (F) the Pre-Arrangement Reorganizations do not result in more than a de minimis amount of incremental Taxes being imposed on, or more than de minimis incremental adverse Tax consequences to, the Company Securityholders in the aggregate than the Taxes imposed on or other consequences to the Company Securityholders in connection with the completion of the Arrangement in the absence of such Pre-Arrangement Reorganization and (G) the Pre-Arrangement Reorganizations shall not become effective unless Parent has waived or confirmed in writing the satisfaction of all conditions in its favour under Section 6.1 and Section 6.2. Parent acknowledges and agrees that the Pre-Arrangement Reorganizations shall not be considered in determining whether a representation, warranty or covenant of the Company hereunder has been breached. Parent or AcquisitionCo shall provide written notice to the Company of any Pre-Arrangement Reorganization at least ten (10) Business Days prior to the Effective Time. Parent or AcquisitionCo, as the case may be, and the Company shall at the expense of Parent work co-operatively and use their commercially reason...
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Pre-Arrangement Reorganization. (a) Subject to Section 4.10(b), the Company shall use commercially reasonable efforts to effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Arrangement Reorganization”) as the Purchaser may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly in a manner acceptable to the Company, acting reasonably; provided, however, that (i) the Company will not be required to effect a Pre-Arrangement Reorganization which would impede or materially delay the consummation of the Arrangement; (ii) no Pre-Arrangement Reorganization shall be effected until after the Purchaser has waived or confirmed that all of the conditions stipulated in the Purchaser’s favour under Section 7.1 and Section 7.3 have been satisfied, and has confirmed in writing that the Purchaser is prepared to promptly and without condition proceed to effect the Arrangement; and (iii) any out-of-pocket costs, fees or expenses of the Company or its subsidiaries associated with a Pre-Arrangement Reorganization shall be at the Purchaser’s sole expense.
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Pre-Arrangement Reorganization. The Parties acknowledge and agree that, in contemplation of the Arrangement, upon the exclusive determination of LAC, they will and will cause each of their respective subsidiaries to implement any reorganizations of the business, operations or assets of LAC or its Affiliates and such other transactions as LAC may request, including for greater certainty in response to any requirements associated with obtaining the Tax Rulings, any change in Applicable Laws or in order to improve the financial, tax and/or operational efficiencies of the Argentinian Business or the North American Business following the Effective Time, and the Parties will take all commercially reasonable steps necessary to effect any such pre-Arrangement reorganization; provided, however, that any such pre-Arrangement reorganization will not reduce the value of the consideration payable to LAC Shareholders pursuant to this Agreement and the Plan of Arrangement. Spinco will not undertake any pre-Arrangement reorganization of itself or any of its subsidiaries without the prior written consent of LAC, in its exclusive determination.
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Pre-Arrangement Reorganization. Each of the Parties acknowledges and agrees that:
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Pre-Arrangement Reorganization. (a) Subject to Section 5.5(b), Canyon agrees that, upon request of Trican, Canyon 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 Trican may request, acting reasonably (each a "Pre-Arrangement Reorganization"), (ii) cooperate with Trican and its advisors to determine the nature of the Pre-Arrangement Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, and
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Pre-Arrangement Reorganization. (a) Subject to 4.11(d), the Company acknowledges and agrees that, immediately prior to the Effective Time:
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Pre-Arrangement Reorganization. (a) Subject to Section 3.6(b), Husky agrees that, upon request of Cenovus, Husky 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 Cenovus may request, acting reasonably (each, a "Pre-Arrangement Reorganization"); (ii) cooperate with Cenovus and its advisors to determine the nature of the Pre-Arrangement Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, including providing any necessary information in connection therewith; and (iii) cooperate with Cenovus and its advisors to seek to obtain consents or waivers which might be required from Husky's lenders under the Husky Notes and the Husky Credit Facilities in connection with the Pre-Arrangement Reorganizations, if any.
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Pre-Arrangement Reorganization. (a) Xxxxxxxx acknowledges and agrees that:
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Related to Pre-Arrangement Reorganization

  • Pre-Closing Reorganization Within 90 days following the date of this Agreement, Seller Parent shall deliver to Buyer Parent a draft Pre-Closing Reorganization Plan. Pursuant to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit C, the terms of this Agreement shall prevail, except to the extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Business, in accordance with the Pre-Closing Reorganization Plan, cooperating in good faith with respect to the transactions set forth in such steps plan; and (y) Seller Parent shall, and shall cause its Affiliates, as applicable, to, take such steps as are required to effect the Pre-Closing Reorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the Closing.

  • The Reorganization (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of the Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments) and to assume substantially all of the liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time.

  • Tax-Free Reorganization The Merger is intended to be a tax-free plan or reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.

  • Corporate Reorganization In the event that the Company changes ownership, merges with another company or in any way changes its corporate identity, this Agreement will remain in full force and effect and the Union recognition now in effect and/or the certificate issued by the Canada Labour Relations Board then in existence shall not be affected in any way except as otherwise governed or directed by the Board. The Company further agrees to enter into negotiations with the Union relative to protection of employees' seniority and other conditions of this Agreement. Failing settlement, the provisions of the Canada Labour Code will apply.

  • Share Reorganization If and whenever the Company shall:

  • Capital Reorganization If and whenever at any time prior to Expiration Date there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had it been the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld.

  • Reorganization, etc To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer, any security or debt instrument of which is or was held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer, and to pay calls or subscriptions with respect to any security or debt instrument held in the Trust;

  • Reorganization Matters (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and notice thereof as well as notice of (x) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, and (y) the hearing for the approval of the Interim Order, and (z) the hearing for the approval of the Final Order, in each case was properly given in accordance with applicable law.

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