Reorganization Agreement. These Articles of Merger is intended to supplement the Reorganization Agreement and is not intended to conflict with or supersede that agreement and, in the event of any conflict, the provisions of the Reorganization Agreement shall control.
Reorganization Agreement. Such Member’s representations and warranties in Article III of the Reorganization Agreement are true and correct.
Reorganization Agreement. Without the prior written consent of Buyer, Sellers shall not amend, modify, alter, waive or supplement the Reorganization Agreement.
Reorganization Agreement. All of the conditions to the obligations of the Purchaser and MAAC to close the Reorganization, as set forth in the Reorganization Agreement, shall have been satisfied or waived by the Purchaser or MAAC, as the case may be, as of the Closing as described in Article 10 of the Reorganization Agreement, including (i) the truthfulness of the representations and warranties described therein, (ii) the compliance by the parties with the provisions of the Reorganization Agreement, (iii) the absence of any material adverse changes, (iv) the absence of any injunction prohibiting the closing, (v) the issuance of certain required title insurance, (vi) the receipt of estoppel letters and payoff letters, as applicable, with respect to the debt, and (vii) the receipt of necessary consents.
Reorganization Agreement. This Reorganization Agreement, including all schedules, appendices and exhibits attached hereto.
Reorganization Agreement. To the extent not inconsistent with any specific term of this Agreement, the provisions of the Reorganization Agreement shall apply in relevant part to this Agreement, including 4.1(b) Authorization and Validity of Agreement; 5.3 Specific Performance; 8.2 No Third-Party Rights; 8.3
Reorganization Agreement. As partial consideration for their mutual undertakings in this Agreement, promptly following the dismissal of the Purposes Litigation and Purposes Litigation Appeal in accordance with paragraph 7 hereof:
(a) the Attorney General and Department of Insurance shall (1) cause a new Missouri not for profit public benefit corporation (the "Foundation") to be organized and incorporated by filing with the Missouri Secretary of State Articles of Incorporation in the form attached hereto as Exhibit A, causing Bylaws in the form attached hereto as Exhibit B to be adopted as the Bylaws of the Foundation, and appointing the initial members of the Board of Directors of the Foundation, (2) cause a new Delaware for profit corporation ("New RIT") to be organized and incorporated by filing with the Secretary of State of Delaware a Certificate of Incorporation in the form attached hereto as Exhibit C, causing one share of its common stock to be issued to the Foundation, and causing Bylaws in the form attached as Exhibit D to be adopted as the Bylaws of New RIT, (3) cause the Board of Directors of the Foundation to authorize the Foundation to execute an Agreement and Plan of Reorganization (the "Reorganization Agreement") in the form attached as Exhibit E and fulfill all obligations and satisfy all conditions thereunder, and take all other actions as are necessary or appropriate to consummate the transactions contemplated by the Reorganization Agreement in accordance with the Reorganization Agreement, (4) cause the Board of Directors of New RIT to authorize New RIT to execute the Reorganization Agreement and fulfill all obligations and satisfy all conditions thereunder, and take all other actions as are necessary or appropriate to consummate the transactions contemplated by the Reorganization Agreement in accordance with the Reorganization Agreement, and (5) cause the Foundation and New RIT to execute the Reorganization Agreement; and
(b) Blue Cross Blue Shield and RightCHOICE shall execute the Reorganization Agreement, and take all other actions necessary or appropriate to consummate the transactions contemplated by the Reorganization Agreement in accordance with the Reorganization Agreement. The terms of the Reorganization Agreement and other agreements to be executed in connection therewith control as to the rights of the parties and steps to be taken thereunder. The Reorganization Agreement provides for the consummation of a series of transactions (the "Reorganization") w...
Reorganization Agreement. The Split-Off Transactions shall have been consummated in accordance with the terms hereof and the terms of the Reorganization Agreement.
Reorganization Agreement. In connection with the consummation of the transactions contemplated by the Reorganization Agreement, the obligation of the Corporation to be a Guarantor may be terminated in the event that the new parent holding company for the Credit Group’s business (“New KKR Parent”) elects to become a Guarantor, in which case all references to the Corporation in this Indenture shall be deemed to be replaced by references to New KKR Parent. Each Guarantor hereby agrees that its Guarantee set forth in this Article 14 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on any Securities. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates any Security, the Guarantee shall be valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
Reorganization Agreement. Holdings and certain stockholders of Holdings shall have executed and delivered the Reorganization Agreement, a copy of which has been attached hereto as Exhibit II, and the transactions contemplated in such Reorganization Agreement shall have been completed.
