Pre-Closing Restructuring. (a) Subject to Section 2.05(b), to the extent not already completed between the date of the Original Agreement and the date of this Amended Agreement, 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 a Battery Company or as a Battery Company Subsidiary) or to remove any Subsidiary from the universe of Battery 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 concernin...
Pre-Closing Restructuring. In the event that Debt Financing will be funded at the Closing, the Company Entities shall, and shall cause the Company Subsidiaries to, complete the transactions in accordance with the step plan set forth on Section 7.15 of the Company Disclosure Letter (the “Restructuring Steps”). Any amounts that are distributed in respect of an OpCo Membership Interest in respect of the distributions contemplated by Step 11 of the Restructuring Steps shall be the “OpCo Membership Interest Distribution Amount” with respect to such OpCo Membership Interest. The Company Entities shall provide the Parent Entities with a reasonable opportunity to review any certificates, filings, contracts, agreements or other documentation, and any amendments or supplements thereto, to be made or entered into in order to effect the Restructuring Steps (the “Restructuring Documents”) and shall consider any comments that the Parent Entities have in good faith. Notwithstanding anything to the contrary in this Section 7.15 or any other provision of this Agreement, to the extent that, following the date hereof, any of the transactions contemplated by the Restructuring Steps would violate any applicable Law or become legally impermissible, then the Parent Entities and the Company Entities shall discuss and negotiate in good faith one or more amendments to the Restructuring Steps as may be required to avoid such consequences (it being agreed that if the parties cannot mutually agree to an amendment in advance of the Closing, then the Company Entities will be under no obligation to effect such transaction or transactions prior to the Closing). For the avoidance of doubt, the Company Entities or the Company Subsidiaries shall be deemed to be in compliance with this Section 7.15 in all respects, including for purposes Section 8.02(b), in the event that the proceeds of the Debt Financing are not available or have not been funded at the Closing other than as a result of the Company Entities failing to comply with its obligations under this Section 7.15.
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. At or prior to the Closing, the EDR Parties shall, and shall cause each of their applicable Subsidiaries and other members of the EDR Group and the Transferred Entities to, complete the Pre-Closing Restructuring described on Section 1.01(l) of the EDR Disclosure Letter (the “Pre-Closing Restructuring”) and the steps shown in such plan, the (“Pre-Closing Restructuring Steps”) pursuant to such Conveyancing and Assumption Instruments or such other Contracts, documents or instruments as the EDR Parties deem reasonably necessary to complete the Pre-Closing Restructuring. The EDR Parties shall keep TKO reasonably informed in respect of the actions of the Pre-Closing Restructuring and shall reasonably consult with TKO with respect to the form of the Conveyancing and Assumption Instruments or other Contracts, documents or instruments to be applied in effecting the Pre-Closing Restructuring. Notwithstanding anything to the contrary herein, the EDR Parties shall be permitted to amend or modify the Pre-Closing Restructuring Steps if such amendment or modification is determined by the EDR Parties to be reasonably necessary or appropriate to effect the transactions contemplated thereby; provided, however, that TKO’s prior written consent (not to be unreasonably conditioned, withheld or delayed) shall be required with respect to any material amendments or modifications that would reasonably be expected to (i) prevent or materially delay the consummation of the Transaction (including by reason of any newly required Consents or other approvals of any Governmental Authority in connection with the Transaction), or (ii) have a material and adverse economic effect on TKO, its Affiliates (including the Transferred Entities following the Closing) or the Businesses. Notwithstanding anything to the contrary in this Agreement, the TKO Parties agree that no condition to the TKO Parties’ obligations to close the Transaction set forth in Section 9.02 shall be deemed not satisfied solely as a result of the EDR Parties’ breach of this Section 5.08, and none of the EDR Parties or any of their Affiliates shall be liable to the TKO Parties or their Affiliates for any Losses resulting or arising from any breach of this Section 5.08, in each case with respect to the transfer of any Shared Contract, Delayed Asset (including the Specified Transferred Assets) or Non-Transferrable Liability contemplated by the Pre-Closing Restructuring, subject to the EDR Parties’ and the Transferred Entities’ ...
Pre-Closing Restructuring. Sellers shall consummate or cause to be consummated the transactions described on Exhibit A (such transactions set forth on Exhibit A, as the same may be amended (i) by mutual agreement between the US Seller and Buyer from time to time in accordance with Section 10.2 or (ii) by Seller from time to time prior to the Closing with the written consent of Buyer (which consent will not be unreasonably withheld, conditioned or delayed), being referred to as the “Pre-Closing Restructuring”) no later than immediately prior to the Closing. The Companies and the Transferred Subsidiaries shall declare and pay such dividends and make such distributions as are necessary in order to distribute, immediately prior to the Closing, all cash in the Company Group that is in excess of Minimum Cash (provided, for the avoidance of doubt, that such distributions shall be made and payable solely in cash and be paid prior to the Closing). Sellers and Buyers agree to use reasonable efforts and cooperate in good faith between signing and Closing in order to determine whether the Pre-Closing Restructuring can be implemented in the manner described on Exhibit L (rather than as described on Exhibit A) (such transactions set forth on Exhibit L being referred to as the “Alternative Pre-Closing Restructuring”) without adversely affecting any member of the Seller Group and their respective equity holders. If Sellers reasonably determine in good faith that the Alternative Pre-Closing Restructuring may be implemented without adversely affecting any member of the Seller Group and its respective equity holders, the Sellers and Buyer will implement the Alternative Pre-Closing Restructuring; provided, that (i) the incurrence of out-of-pocket expenses by any member of the Seller Group that are reimbursed by Buyer shall not be considered to adversely affect any member of the Seller Group or their respective equity holders, (ii) the fact that the Sellers will own two additional legal entities will not be considered to adversely affect any member of the Seller Group or its respective equity holders and (iii) if Sellers reasonably determine that implementation of the Alternative Pre-Closing Restructuring will adversely affect any member of the Seller Group or its respective equity holders, Sellers will cooperate reasonably with Buyer in good faith to identify (and if identified implement) an alternative to the Alternative Pre-Closing Restructuring that accomplishes the same objectives without having su...
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. (a) Notwithstanding anything to the contrary herein, prior to the consummation of the transactions set forth in Section 2.1, the applicable Sellers shall, and shall cause the applicable members of the Seller Group to, perform the following actions in connection with the Merger and immediately following the completion of the transactions set forth in this Section 6.3, the Parties shall commence the performance of the transactions set forth in Section 2.1:
(i) As soon as practicable following the date hereof (which, if Seller so elects, may be after completion of any part or all of the Pre-Closing Restructuring steps set forth on Exhibit D but, in any event, prior to Closing):
(A) The Sellers shall, and shall cause the applicable members of the Seller Group and LCIA to, execute the LCIA Contribution Agreement whereupon (1) the applicable members of the Seller Group will contribute all of the assets and Liabilities set forth in Section 6.3(a)(i)(A) of the Sellers Disclosure Letter (the “Mexx Europe Assets” and the “Mexx Europe Liabilities,” respectively) to LCIA and (2) LCIA shall accept and assume the Mexx Europe Assets and Mexx Europe Liabilities.
(B) Promptly following the contribution of the Mexx Europe Assets and Mexx Europe Liabilities to LCIA, Liz Foreign shall, and shall cause LCIA and the applicable Acquired Companies to, execute the LCIA Distribution Agreement whereupon (1) LCIA will distribute all of the assets (including any Shared Contracts) and Liabilities set forth in Section 6.3(a)(i)(B) of the Sellers Disclosure Letter (such assets, the “Retained Assets” and such Liabilities, together with any other Liabilities primarily unrelated to the Mexx Europe Business (all of which shall be distributed, transferred or disposed of by LCIA in connection with the Pre-Closing Restructuring), the “Retained Liabilities,” respectively) to Liz Foreign (including by first causing such assets and Liabilities to be transferred from one or more of the Acquired Companies to LCIA), and (2) Liz Foreign shall accept and assume the Retained Assets and Retained Liabilities.
(ii) Promptly following the completion of the transactions described in Section 6.3(a)(i), Liz Foreign shall cause LCIA to form NewCo, which shall be a wholly-owned Subsidiary of LCIA and Liz Foreign shall form LF BV, which shall be a wholly-owned Subsidiary of Liz Foreign.
(iii) Promptly following the formation of NewCo and the transactions set forth in Section 6.3(a)(i)(B), Liz Foreign shall cause ...
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"). -------------
