Pre-Closing Restructuring. (a) Subject to Section 2.05(b), prior to the consummation of the Closing Seller shall, and shall cause its applicable Subsidiaries to, engage in restructuring activities necessary to effect a reorganization of certain assets, liabilities and legal entities to separate the Business from Seller’s other businesses (collectively, the “Pre-Closing Restructuring”), which such Pre-Closing Restructuring shall be undertaken in a manner consistent with Section 6.14 of the Seller Disclosure Letter (as the same may be modified in accordance with this Section 6.14) and otherwise in a manner, and pursuant to documentation, reasonably acceptable to Purchaser (such approval not to be unreasonably withheld, delayed or conditioned) and in accordance with applicable Law. Following the Pre-Closing Restructuring, at the Closing, Purchaser shall (directly or indirectly) own and assume all the assets, properties, claims, rights and Liabilities of Seller and its Subsidiaries constituting Transferred Assets or Assumed Liabilities and neither Purchaser nor any of its Subsidiaries (including the Transferred Entities) shall (directly or indirectly) own any Excluded Assets or be liable for or have any responsibility with respect to any Retained Liabilities.
(b) Seller may propose changes to Section 6.14 of the Seller Disclosure Letter and Exhibit A (including in order to designate any additional Subsidiaries as a Transferred Entity (whether as an Auto Care Company or as an Auto Care Company Subsidiary) or to remove any Subsidiary from the universe of Auto Care Companies or Transferred Entities) at any time prior to the Closing and Purchaser shall consider any such proposal in good faith and shall not unreasonably object to, delay or condition its consent to such proposed changes. Any such agreed changes shall be incorporated into a revised, amended and restated Section 6.14 of the Seller Disclosure Letter or Exhibit A, as applicable.
(c) In connection with the Pre-Closing Restructuring, Seller shall, and shall cause its applicable Subsidiaries to (i) deliver all agreements, instruments, certificates and all other documents to effect the Pre-Closing Restructuring to Purchaser (with appropriate redaction for confidential information relating to Seller’s other businesses or third-parties) and (ii) keep Purchaser reasonably informed with respect to all material activity concerning the status of the Pre-Closing Restructuring and consult with Purchaser on a regular basis and cooperate in go...
Pre-Closing Restructuring. Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, take such actions as are necessary to effectuate the restructuring set forth on Schedule 6.13 (the “Pre-Closing Restructuring”), and the Company shall cause the Pre-Closing Restructuring to be consummated prior to the earlier of (x) the launch of any consent solicitation, tender offer, exchange offer or change of control tender offer contemplated by Section 6.12 and (y) the commencement of the Marketing Period, provided that, prior to taking any action to effect such Pre-Closing Restructuring, the Company shall provide Parent a reasonable opportunity to review and comment on the Company’s proposed steps to effect such Pre-Closing Restructuring and the Company shall consult with, and consider any comments by, Parent in good faith prior to taking any action contemplated under this Section 6.13.
Pre-Closing Restructuring. The Pre-Closing Restructuring shall have been completed.
Pre-Closing Restructuring. The Company and the Cision Owner shall, and shall cause their respective Subsidiaries and Affiliates to, effectuate and consummate the Pre-Closing Restructuring prior to the Closing in accordance with the terms set forth on Schedule 1.01(a).
Pre-Closing Restructuring. The restructuring contemplated by Section 8.10 shall have been completed to the reasonable satisfaction of the Buyer.
Pre-Closing Restructuring. SLI currently owns all of the authorized capital stock of ASPECT, consisting of 668 ordinary shares of ASPECT Common Stock with a nominal value of NLG 1,000.00 per share. On or prior to closing Sylvan will cause all of the following to be completed: (1) ASPECT will purchase all of the issued and outstanding shares of Proxima, BV, a private limited liability company organized under Netherlands law; (2) the name of Proxima, BV shall be changed to "ASPECT International Language Schools II, B.V." (both Proxima, BV and ASPECT International Language Schools II, B.V., "ASPECT II"); (3) ASPECT will contribute all of its assets and liabilities to ASPECT II, which assets consist principally of the stock of certain Subsidiaries that are set forth in SCHEDULE 4.03 as being owned, fully or partially, by ASPECT; (4) ASPECT shall change its name to a name that does not include "Aspect" or any derivative thereof and is not confusingly similar to "ASPECT International Language Schools" or any other Subsidiary of the Companies; and (5) appropriate registrations shall then be made in the Netherlands and the countries where these certain Subsidiaries are incorporated to effect the transactions contemplated by this Section 2.03 (all of the steps to the above-described restructuring transaction shall be collectively referred to herein as the "RESTRUCTURING").
Pre-Closing Restructuring. Prior to the Closing Date, Seller shall cause the applicable Company Group members to undertake the following actions: (a) Birmingham Southern Railroad Company shall declare an in-kind dividend, in the form of all of the issued and outstanding equity securities of WGN (the “WGN Equity”), to the Company, as its sole shareholder and (b) the Company shall declare an in-kind distribution in the form of the WGN Equity to Seller, as its sole member. For the avoidance of doubt, any intercompany accounts or agreements between WGN, on the one hand, and the Company Group members, on the other hand, shall be settled or terminated prior to Closing, pursuant to Section 5.09.
Pre-Closing Restructuring. Westside shall contribute, transfer, assign, convey and deliver to GP Holdings, and GP Holdings shall receive, acquire and accept all of the membership interest in the GP (the “Pre-Closing Restructuring”).
Pre-Closing Restructuring. The Pre-Closing Restructuring and the other transactions contemplated by the agreements entered into in connection with the Pre-Closing Restructuring were consummated prior to the Closing in accordance with the Pre-Closing Restructuring Documents and is valid and effective. The Contributors have delivered to Buyer copies of the Pre-Closing Restructuring Documents which are true, correct and complete in all material respects. The consummation of the Pre-Closing Restructuring did not and will not cause the Company to incur any liability or obligation of any kind or to lose the benefit of any Tax election or Tax asset.
Pre-Closing Restructuring. The Pre-Closing Restructuring shall have been completed in accordance with the terms of this Agreement and the Transfer Agreement, and evidence thereof shall have been provided to GHV.
