Pre-Completion Reorganisation Sample Clauses

Pre-Completion Reorganisation. As soon as reasonably practicable following the Commencement Date, the Deed Company shall, insofar as is required, (i) take the steps set out in sections 6.10.2 (Preparatory Steps to Implementation of the Pre-Completion Reorganisation) and 6.10.1 (Pre-Completion Reorganisation) of the Revised Administrators’ Proposal; and

Pre-Completion Reorganisation. Between the date of this Sale and Purchase Agreement and Completion, the Seller may procure that the relevant members of the Seller Group and the Target Companies shall implement any of the steps set out in the Pre-Completion Reorganisation in accordance with Part 1 of Schedule 8.

Pre-Completion Reorganisation. 3.9.1 Subject to clause 3.9.4, the Vendor undertakes to procure that: (1) the Pre-Completion Reorganisation is implemented prior to satisfaction of the Condition in clause 3.1.1 so as to deliver the Final Group Structure; (2) the Pre-Completion Reorganisation is implemented in all material respects in compliance with all applicable law; and (3) each member of the Telefonica Group shall take all such steps to duly execute all instruments, documents and agreements and do all such acts and things as may be reasonably necessary in connection therewith. 3.9.2 It is agreed that: (1) without prejudice to the obligation of the Vendor to deliver the Final Group Structure, the Vendor shall inform the Purchaser of any material changes to the Pre-Completion Reorganisation (including any steps, procedures or implementation of the Reorganisation Steps Plan) in a timely manner and to provide any reasonable information which the Purchaser may from time to time request in respect thereof; and (2) to the extent that any Tax clearance, consent, arrangements, agreements, special methods and/or elections are sought by the Vendor or any Group Company in connection with the Pre-Completion Reorganisation, the Vendor shall provide the Purchaser with a draft submission (and any other correspondence with the Tax Authority related thereto), in a timely manner so as to allow the Purchaser to review and comment thereon and the Vendor shall, where reasonable and practicable to do so, take the Purchaser’s comments duly into consideration. 3.9.3 The Vendor covenants that at Completion the New Perimeter Companies shall each have assets in excess of the aggregate of their actual and contingent liabilities (including Tax liabilities). Any liabilities of a New Perimeter Company to the extent arising under the Beacon Agreements as a result of Completion occurring shall be excluded from the calculation of these entities’ actual and contingent liabilities for the purposes of the covenant set out in this clause 3.9.3. 3.9.4 The Vendor shall not amend the Final Group Structure in any way without first obtaining the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed. It shall be unreasonable for the Purchaser to withhold or delay consent in the event that the proposed change is immaterial in the context of the Group as a whole and provided that the Purchaser is fully indemnified for any losses or liabilities arising out of such change. 3.9.5 The Vendor c...

Pre-Completion Reorganisation. The Pre-Completion Reorganisation, solely to the extent carried out outside of the Russian Federation, complies in all material respects with Applicable Laws (including, for the avoidance of doubt, applicable anti-trust and competition laws in any jurisdiction (other than the Russian Federation)).

Pre-Completion Reorganisation. The Pre-Completion Reorganisation shall have been consummated in all material respects in accordance with the Separation Agreement.