Pre-Closing Restructuring Plan Sample Clauses
Pre-Closing Restructuring Plan. Seller shall use its reasonable best efforts to complete the Pre-Closing Restructuring Plan prior to the Closing or, if contemplated by the Pre-Closing Restructuring Plan or if Seller otherwise reasonably deems necessary or appropriate, as soon as reasonably practicable following the Closing; provided, that any such activities completed following the Closing shall not materially interfere with Purchaser’s and its Affiliates’ conduct of the Business (other than as contemplated by the Real Estate Steps Plan, in which case the Parties shall use reasonable best efforts to mitigate the disruption to the Business to the extent reasonably practicable). Purchaser and Seller shall reasonably cooperate in the implementation of the Pre-Closing Restructuring, including in making the Tax elections contemplated thereby.
Pre-Closing Restructuring Plan. Prior to Closing (and, for the avoidance of doubt, prior to the adoption of the Amended and Restated Charter and the Amended and Restated Bylaws), pursuant to the applicable provisions of the laws of the State of Florida and the Governing Documents of the Company, the Company’s board of directors will (a) authorize a division (the “Share Division”) of all issued and outstanding shares of the Company Common Stock such that, upon the consummation of the Share Division, there will be 163,898,232 shares of Company Common Stock issued and outstanding (comprised of the Closing Monex Share Consideration and the Monex Earn Out Shares), and (b) amend the articles of incorporation of the Company to increase the number of authorized shares of the Company Common Stock to 750,000,000 (such amendment, the “Articles Amendment”). The form of the articles of incorporation of the Company effectuating the Articles Amendment is attached hereto as Exhibit 8.05 and is incorporated herein by this reference.