Pre-Closing Reorganizations. (a) The Parties will and will cause PSF to use commercially reasonable efforts to effect such steps or transactions (each, a “Pre-Closing Reorganization”) as Emerald may reasonably request in order to effect the Transaction in a more tax-effective manner; provided, however, such Pre-Closing Reorganization shall not occur unless all elements of such Pre-Closing Reorganization shall, in the opinion of Village Farms, acting reasonably,
Pre-Closing Reorganizations. Prior to the Closing, each Party shall engage in the reorganization steps set forth in the Pre-Closing Reorganization Plans adopted by each Party in accordance with Section 6.11.
Pre-Closing Reorganizations. The Pre-Closing Reorganizations shall have been completed in accordance with the terms of this Agreement.
Pre-Closing Reorganizations. Prior to effecting the Vendor Pre-Closing Reorganization (or any step contemplated thereby), the Sellers shall prepare and give the Buyers reasonable opportunity to review and comment on any documentation relating to the Vendor Pre-Closing Reorganization (or the applicable step). The Sellers shall consider in good faith any comments made by the Buyers pursuant to the preceding sentence but, for the avoidance of doubt, the Sellers shall not be required to incorporate any such comments in such documentation. The Sellers shall, and shall cause the Target Companies to, (i) perform the Pre-Closing Reorganizations prior to the Closing and (ii) provide to the Buyers with copies of any executed agreements, instruments, certificates and other documents signed or delivered in connection therewith as the 66 Buyers may reasonably request. Prior to effecting the Buyer Requested Pre-Closing Reorganization (or any step contemplated thereby), the Sellers shall prepare and give the Buyers sufficient opportunity to review and comment on any documentation relating to the Buyer Requested Pre-Closing Reorganization (or the applicable step). The Sellers shall consider in good faith any comments made by the Buyers pursuant to the preceding sentence but, for the avoidance of doubt, the Sellers shall not be required to incorporate any such comments in such documentation. Sellers shall cause Integra to purchase and pay adequate consideration for all of the AS/GAR Equity Interests so that such AS/GAR Equity Interests will be owned of record and beneficially solely by Integra (or one or more Target Companies) as of the Closing, free and clear of all Encumbrances, in each case, as contemplated on Exhibit F. The Buyers and the Guarantor shall, and shall cause their respective Affiliates to, cooperate with the Sellers in the effecting of, and grant such consents as may be required in connection with, the Pre-Closing Reorganizations, including in connection with the assignment of the European Master Franchise Rights to PMSCS.
Pre-Closing Reorganizations. Xxxx, the Sellers and each of the Companies (i) have completed, and Xxxx has caused each of them to complete, each of the Pre-Closing Reorganizations (other than the New Holding Partnership Pre-Closing Reorganization) in accordance with the definition herein of each such Pre-Closing Reorganization such that each such Pre-Closing Reorganization has been completed prior to the date hereof, or (ii) will complete all transactions, steps or filings included in the definition of each such Pre-Closing Reorganization (that have not been completed as of the date hereof) in accordance with the timing and sequencing as provided in such definition. Buyer has had the right to review and approve the documentation evidencing the Pre-Closing Reorganizations before execution by the applicable parties.
Pre-Closing Reorganizations. (a) Prior to the date hereof, TreeHouse has caused the US Sellers and the US Company to effect, carry out and enforce (if applicable) the Prior Reorganization. TreeHouse shall not, and shall cause the US Sellers and the US Company not to, amend, waive or modify the U.S. Contribution Agreement without the prior written consent of the Buyer.
Pre-Closing Reorganizations. (b) Notwithstanding anything to the contrary set forth herein, prior to the Closing, Seller shall, and shall, as the case may be, cause the Seller Subsidiary to, at Seller’s sole cost and expense, take all steps necessary to effect a plan of reorganization pursuant to which Bourjois KK (Japan) will be recapitalized and thereafter, liquidated in accordance with applicable Law prior to the Closing. If Seller and, as the case may be, the Seller Subsidiary, are unable to consummate the financing and subsequent liquidation of Bourjois KK (Japan) prior to the Closing, then Seller shall cause all of the share capital of Bourjois KK (Japan) to be transferred to Chanel S.A.S. or any of its Affiliates (other than the Company Group Members) prior to the Closing, in a manner economically neutral to the Company Group.
Pre-Closing Reorganizations. The MB Vehicle and AG (each as far as it / he is concerned) agree to subscribe, prior to Closing, the Capital Increases and, therefore, (i) the MB Vehicle shall execute the MB Contributions in accordance with applicable Laws and (ii) AG shall subscribe for, execute and pay-in the AG Capital Increase. The Sellers shall cause that the Company is registered as sole owner of the MB Subsidiaries Quotas with the Companies’ Register and the relevant quotaholders’ ledgers.
Pre-Closing Reorganizations. 6.1.1 The Sellers shall procure that:
Pre-Closing Reorganizations. (1) Subject to Section 4.2(2), the Corporation and each of its Subsidiaries agrees that, upon request of the Purchaser, the Corporation and its Subsidiaries, as applicable, shall use commercially reasonable efforts to perform such reorganizations of their respective corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably, including but not limited to the formation of a new Subsidiary (the reorganizations and other transactions set forth in the immediately foregoing clause, each, a Pre-Closing Reorganization, which definition, for the avoidance of doubt, does not include any election described in Section 4.12), and cooperate with the Purchaser and its advisors to determine the nature of the Pre-Closing Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. For greater certainty, the completion of any Pre-Closing Reorganization shall not be a condition to the completion of the Arrangement.
