Pre-Closing Reorganization Transactions Sample Clauses

Pre-Closing Reorganization Transactions. (a) The Purchasers’ Representative acknowledges and agrees that between the date hereof and the earlier of the Launch Date and the Deferral End Date, the Sellers’ Group will effect the Pre-Closing Reorganization Transactions as set forth in Annex 4 (Pre-Closing Reorganization Transactions) (the “Pre-Closing Reorganization Transactions”), except, solely with respect to the NewCo Restructuring, if Sellers’ Representative does not (or is not permitted to) deliver a NewCo Notice.
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Pre-Closing Reorganization Transactions. (a) Cornerstone shall cause Cornerstone Partnership to distribute to Cornerstone all of Cornerstone Partnership’s ownership interests in CRIT-Legacy, Inc. and shall cause CRIT-Legacy, Inc. to convert or merge into a limited liability company that will be disregarded as an entity separate from its owner for federal income tax purposes within the meaning of Treas. Reg. Section 301.7701-3.
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Pre-Closing Reorganization Transactions. (a) Parent shall, and shall cause its applicable Subsidiaries, to complete the reorganization transactions in accordance with the restructuring steps set forth in Exhibit M (the “Pre-Closing Reorganization Transactions”) and applicable Law, at Parent’s expense. Parent shall keep Buyer reasonably informed in respect of the actions and timing of the Pre-Closing Reorganization Transactions.
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Pre-Closing Reorganization Transactions. The Pre-Closing Reorganization Transactions shall have been completed in the manner described in Section 5.12.
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Pre-Closing Reorganization Transactions. The Pre-Closing Reorganization Transactions shall have been consummated.
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Pre-Closing Reorganization Transactions. Notwithstanding anything in this Agreement to the contrary, prior to the Closing, at Seller’s request the Company shall (i) cause Revel Atlantic City to distribute to the Company all the assets and liabilities owned by Revel Atlantic City other than title to any “classified real property”, as defined in Section 18:16A-1.1 of the New Jersey Administrative Code, that it may own, and (ii) contribute to Revel Atlantic City title to any “classified real property”, as defined in Section 18:16A-1.1 of the New Jersey Administrative Code, that it may own (the “Pre-Closing Reorganization”). The parties shall cooperate in good faith in connection with the implementation of the Pre-Closing Reorganization and any additional transactions as may be required to minimize the amount of Transfer Taxes imposed in connection with the Purchase. Notwithstanding Section 6.4, all Transfer Taxes that would not have been incurred but for the Pre-Closing Reorganization shall be borne by the Seller. Seller shall have the option, in its sole discretion, upon prior written notice to Purchaser, to (i) cause the Company to sell the interests in one or more of the Company Subsidiaries to Purchaser prior to the sale of the Interests, (ii) sequence the sale and purchase of interests in the Company Subsidiaries (if any) and the sale of the Interests as it deems appropriate and (iii) determine the allocation of the aggregate purchase consideration payable by Purchaser among the interests in the Company Subsidiaries and the Interests for purposes of Section 2.2; provided, however, that none of the requested transactions or changes shall (x) prevent the completion of the Purchase, or (y) affect or modify in any respect the aggregate amount of consideration payable by Purchaser. Any allocation of the aggregate purchase consideration shall (i) be consistent with the Allocation Framework, and (ii) reflect the purchase consideration allocated to the assets owned by each Company Subsidiary and the Company.
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Pre-Closing Reorganization Transactions. Subject to Applicable Law, the Corporation shall, and the Corporation shall cause the Subsidiaries to, effect such reorganizations of the business, operations and assets of the Corporation and the Subsidiaries or such other transactions as the Purchaser may reasonably request (each a “Pre-Acquisition Reorganization”), and shall co-operate with the Purchaser and its representatives in order to determine the nature of any Pre-Acquisition Reorganization that might be undertaken and the manner in which it might most effectively be undertaken. Neither the Corporation nor any Subsidiary shall be required to carry
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Pre-Closing Reorganization Transactions. Subject to the terms and conditions of this Agreement, including Section 5.13, prior to the Closing, each of Seller and the Company shall implement the Pre-Closing Reorganization Transactions in accordance with the Pre-Closing Reorganization Transaction Steps Schedule and shall enter into or amend certain Contracts to effect the Pre-Closing Reorganization Transactions (such Contracts, the “Pre-Closing Reorganization Documents”). If Seller or the Company make any amendments to the Pre-Closing Reorganization Documents that contain material terms or material conditions which are not expressly set forth on the Pre-Closing Reorganization Transaction Steps Schedule, Seller shall obtain Purchaser’s consent (not to be unreasonably withheld, conditioned or delayed). Following the consummation of the Pre-Closing Reorganization Transactions, the Company will own and operate the Business.
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Related to Pre-Closing Reorganization Transactions

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Restructuring (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings.

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • 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.

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