Reorganization; Certain Modifications Sample Clauses
The "Reorganization; Certain Modifications" clause defines how contractual rights and obligations are affected if one party undergoes a reorganization, such as a merger, consolidation, or restructuring. Typically, this clause outlines whether the contract remains binding on successor entities and may specify conditions under which modifications to the agreement are permitted or required due to such changes. Its core function is to ensure continuity and clarity in contractual relationships despite significant structural changes to a party, thereby preventing disputes or uncertainty about the enforceability of the agreement after a reorganization.
Reorganization; Certain Modifications. (a) Neither NBC nor Seasons shall take, or cause or permit any of its Subsidiaries to take, any action that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
(b) At or before the Effective Time, upon the request of NBC, Seasons shall, consistent with GAAP, modify and change its employee benefits, loan, litigation and real estate valuation policies and practices so as to be applied consistently on a mutually satisfactory basis with those of NBC; provided, however, that Seasons shall not be required to take such action (x) more than five Business Days prior to the Effective Time, and (y) unless NBC agrees in writing that all conditions to Closing set forth in Article VIII have been satisfied or waived (other than those conditions relating to delivery of documents on the Closing Date; and provided further that no party’s representations, warranties and covenants contained in this Agreement shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any such actions which may be undertaken on account of this Section 7.11(b).
Reorganization; Certain Modifications. (a) Neither ICBC nor SIB shall take, or cause or permit any of its Subsidiaries to take, any action that could reasonably be expected to prevent the Merger or the Savings Bank Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
(b) At or before the Effective Time, upon the request of ICBC, SIB shall, consistent with GAAP, modify and change its employee benefits, loan, litigation and real estate valuation policies and practices so as to be applied consistently on a mutually satisfactory basis with those of ICBC; provided, however, that SIB shall not be required to take such action (x) more than five Business Days prior to the Effective Time, and (y) unless ICBC agrees in writing that all conditions to Closing set forth in Article VIII have been satisfied or waived (other than those conditions relating to delivery of documents on the Closing Date; and provided further that no party's representations, warranties and covenants contained in this Agreement shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any such actions which may be undertaken on account of this Section 7.11(b)
Reorganization; Certain Modifications. 49 7.12. Exemption From Liability Under Section 16(b)...................................... 50 7.13. Stock Exchange Listing............................................................ 50 7.14. Board of Directors and Officers of Surviving Company.............................. 50 7.15. Advisory Board.................................................................... 51 7.16.
Reorganization; Certain Modifications. 44 7.13. Exemption From Liability Under Section 16(b).............. 45 7.14.
Reorganization; Certain Modifications. Buyer and the Company will (i) use all reasonable best efforts to cause the Merger to constitute a reorganization under Section 368(a) of the Code and (ii) not take any action or fail to take any action required hereby that could reasonably be expected to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Buyer and the Company shall execute and deliver officer's certificates containing appropriate representations at such time or times as may be reasonably requested by counsel, including the effective date of the Form S-4 and the Closing Date, for purposes of rendering opinions with respect to the Tax treatment of the Merger.