Reorganisation Sample Clauses
The Reorganisation clause defines the rights and procedures that apply if one of the parties undergoes a significant structural change, such as a merger, acquisition, or corporate restructuring. Typically, this clause outlines the obligations to notify the other party, the effects on existing contractual rights and obligations, and any options for termination or assignment of the agreement. Its core practical function is to ensure that both parties are protected and informed in the event of major corporate changes, thereby maintaining contractual stability and clarity during periods of transition.
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Reorganisation. 5.3.1 The Seller may make such amendments to the Reorganisation Steps Plan as the Seller may reasonably determine (acting in good faith) are necessary or desirable to address the requirements of any regulatory authority, Tax Authority or central bank or third party shareholder of a Group Company in connection with the Reorganisation, provided that any amendments which will or are likely to, in the reasonable opinion of the Seller (acting in good faith):
(i) result in any additional liabilities being incurred by the Purchaser or any Group Company that will not be either: (a) fully reflected in the Closing Statement; or (b) subject to full indemnification from the Seller pursuant to the terms of the Tax Indemnity; or
(ii) change the perimeter of the Transaction (where the “perimeter” is defined by reference to the Business and the Group Companies), shall in each case require the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed).
5.3.2 The Seller shall provide the Purchaser with written notice of any amendment made under Clause 5.3.1 (including reasonable details of such amendment) promptly following the decision to make such amendment or, where the prior written consent of the Purchaser is required, at the time such consent is requested by the Seller.
5.3.3 Clause 5.1 shall not operate so as to prevent or restrict any action required to be undertaken in accordance with the Reorganisation Steps Plan (as may be amended pursuant to Clause 5.3.1) provided that the Seller shall provide to the Purchaser such information in relation to the Reorganisation (to the extent it is legally permissible and not, in the Seller’s reasonable opinion, commercially sensitive information in respect of the business of the Retained Group) as the Purchaser may reasonably request in writing from time to time and the Seller shall provide the Purchaser with regular updates on the status of the Reorganisation and notify the Purchaser as soon as reasonably practicable if the Seller: (i) identifies any circumstances or interferences that might reasonably be expected to delay or hinder the completion of the Reorganisation (with regard to the Long Stop Date); or (ii) proposes any amendments to the Reorganisation Steps Plan in accordance with Clause 5.3.1.
Reorganisation. Should a Buyer's* or Seller's* business be subjected to reorganisation, Section 12 o of the Danish Bankruptcy Act shall apply.
Reorganisation. The Purchaser agrees and undertakes not to (and shall cause the Target Company not to) dismiss or terminate the employment or services of any of the Target Company’s employees, temporary workers or consultants during a period of six (6) months after the Closing Date other than for serious cause, provided that the Seller complies with the terms and conditions of the CMO Contract.
Reorganisation. (i) We refer to clause 21.7 (Merger), clause 27.5 (Disposals — Obligors other than the Borrower) and clause 42 (Amendments and Grant of Waivers) of each Agreement.
(ii) We request the consent of the Majority Lenders under each Agreement to the Reorganisation.
Reorganisation. One or more teams (not individuals in these) have the scheduling of their working time in the current work schedule changed within the framework (i.e. unchanged basis time) of this.
Reorganisation a Transaction Party implements a merger, demerger or scheme of arrangement with any person where the Transaction Party would not be the surviving party;
Reorganisation. This Deed shall remain binding on the Chargor notwithstanding any change in the constitution of the Security Trustee or any Beneficiary or the absorption of the Security Trustee or any Beneficiary in, or amalgamation with, or the acquisition of all or part of its undertaking by, any other person, or any reconstruction or reorganisation of any kind. The security granted by this Deed shall remain valid and effective in all respects in favour of the Security Trustee as trustee for the Beneficiaries.
Reorganisation. It is agreed between the Parties that if any reorganization, consolidation or merger of the Company with another entity (in which more than 50% of the voting power of the Company is transferred) takes place, at such valuation of Company which is higher than the Post Money Valuation (“Permitted Acquisition”), then the holders of Series O Preference Shares shall be given instruments in the surviving entity which instruments shall be comparable or better in terms and seniority to the Series O Preference Shares (“New Instrument”). It is hereby clarified that unless the surviving entity is a public company which is listed on an approved exchange, the Permitted Acquisition shall not constitute “Liquidity Event” and accordingly, the conversion of the New Instrument shall be subject to the same adjustments as provided in Schedule B and the Articles of Association.
Reorganisation. The Guarantor shall not (and shall ensure that none of its Subsidiaries will) enter into or become subject to any consolidation or reorganisation, whether by way of merger (sliyaniye obschestva), company accession (prisoedinyeniye obschestva), company division (razdelyeniye obschestva), company separation (vydelyeniye obschestva), company transformation (preobrazovaniye obschestva), company liquidation (likvidatsiya obschestva) or any other company reorganisation (reorganizatsiya obschestva) (as these terms are construed by applicable Russian law) or otherwise, or any analogous transaction in any jurisdiction, other than the Agreed Reorganisation, in each case, without the prior consent of the Agent.
Reorganisation. 9.1. If any Reorganisation takes place after the date of this Agreement but before Completion, all shares, stock and other securities (if any) to which the Shareholders (or their nominees) become legally or beneficially entitled as a result of each such Reorganisation, and which derive (whether directly or indirectly) from the Option Shares, shall be deemed to be subject to the Option provided that nothing in this clause 9 shall be construed as imposing any obligations on the Shareholders either to exercise or to refrain from exercising any rights or powers conferred on them by or deriving from the Option Shares.
9.2. In the event of any Reorganisation with respect to the Option Shares occurring after the date of this Agreement but before Completion, all references in this Agreement to specified numbers of Option Shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of Option Shares of any class or series (or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the Parties the same economic effect as contemplated by this Agreement prior to such Reorganisation. In accordance with clause 20.1, the Parties shall amend the SPA as necessary to reflect the effect of the Reorganisation on the Company and the Option Shares.
9.3. References in this Agreement to the Option Shares shall be construed to give full effect to clause 9.1.