Reorganization Documents Sample Clauses
The "Reorganization Documents" clause defines and governs the set of legal documents and agreements necessary to implement a restructuring or reorganization, typically in the context of bankruptcy or corporate restructuring. This clause specifies which documents must be prepared, approved, and executed by the involved parties, such as plans of reorganization, disclosure statements, and related court filings. By clearly identifying and regulating these documents, the clause ensures that all parties understand their obligations and the procedural steps required, thereby facilitating an orderly and legally compliant reorganization process.
Reorganization Documents. Administrative Agent shall have received (i) copies of the Reorganization Documents, in each case, in form and substance satisfactory to Administrative Agent, duly executed, and in full force and effect and (ii) satisfactory evidence that the Loan Parties have obtain all required consents and approvals for the execution, delivery and performance of the Reorganization Documents and the consummation of the Reorganization Transactions.
Reorganization Documents. Borrowers have delivered to Administrative Agent true, correct and complete copies of the Reorganization Documents. None of the Reorganization Documents have been amended or supplemented, nor have any of the provisions thereof been waived, in each case, except pursuant to a written agreement or instrument which has heretofore been delivered to Administrative Agent.
Reorganization Documents. Each of the Tax Receivable Agreement (as such term is defined in the Registration Statement), the Greenlane Operating Agreement (as such term is defined in the Registration Statement) and the Registration Rights Agreement (as such term is defined in the Registration Statement) (collectively, the “Reorganization Documents”) has been duly authorized by each Greenlane Party, and when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of each Greenlane Party to the extent a party thereto, enforceable against such Greenlane Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability.
Reorganization Documents. Each Party hereto shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the transactions contemplated hereby) against the other Party hereto or any of its Affiliates in respect of or based upon any of the Reorganization Documents, except to the extent necessary to enforce any transfer of Equity Interests, assets or assumption of Liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought and be subject to the provisions, rights and limitations set out in this Agreement and such Reorganization Document and no Party hereto shall be entitled to recover Losses or obtain payment, reimbursement, restitution or indemnity under or pursuant to any of the Reorganization Documents (but without prejudice to the establishment of the existence of the claim hereunder).
Reorganization Documents. AHM and New Holdco will provide the Company and its counsel with a reasonable opportunity to review and comment on all material agreements, certificates and other material documents prepared or executed by either AHM or New Holdco in connection with the Reorganization and the transactions contemplated thereby.
Reorganization Documents. The Reorganization Documents, duly executed and in form and substance reasonably satisfactory to the Buyer.
Reorganization Documents. Post, SpinCo, any additional signatories thereto, as applicable, and BellRing and their respective counsel shall be given a reasonable opportunity to review and consult on the documents and instruments used to effect the Separation prior to the execution and delivery or finalization thereof. All documents and instruments used to effect the Separation will be in form and substance reasonably satisfactory to Post, SpinCo, any additional signatories thereto, as applicable, and BellRing.
Reorganization Documents. (a) Each of the Company and any Subsidiary of the Company that is a party or signatory to any agreement, certificate, amendment, consent and other document or instrument executed in connection with the Reorganization (the "REORGANIZATION DOCUMENTS"), including without limitation, those documents set forth under item 3 of Section 3.9 of the COMPANY DISCLOSURE SCHEDULE, had full power, corporate or other, and authority to execute and deliver the Reorganization Documents and to consummate the transactions contemplated thereby. The execution and delivery by each of the Company and its Subsidiaries of the Reorganization Documents and the consummation by each of the Company and its Subsidiaries of the transactions contemplated thereby were duly and validly approved by all necessary action, corporate or other, of each of the Company and its Subsidiaries, and no other proceedings, corporate or other, on the part of any of them were necessary to approve the Reorganization Documents and to consummate the Reorganization. Each of the Reorganization Documents was duly and validly executed and delivered by each of the Company and its Subsidiaries that is a party thereto, and each of the Reorganization Documents constitutes a valid and binding obligation of each of the Company and its Subsidiaries that is a party thereto, enforceable against each such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and limitations on the availability of equitable remedies. True and correct copies of each of the Reorganization Documents have been delivered or made available to Parent.
(b) Neither the execution and the delivery of any Reorganization Document by any of the Company and its Subsidiaries nor the consummation by any of them of the Reorganization, nor compliance by any of them with any of the terms or provisions thereof, has or will (i) violate any provision of Charter Documents of the Company or its Subsidiaries, or (ii) (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the t...
Reorganization Documents. The Credit Parties shall have entered into the Reorganization Documents, and received all consents and approvals to effect the Merger and the exchange pursuant to the Exchange Agreement. Certified copies of the Reorganization Documents and copies of such consents and approvals shall have been delivered to the Agent.
Reorganization Documents. No later than ten (10) Business Days prior to the Closing, Seller shall provide to Buyer drafts of all bills of sale, assignment agreements, and other instruments of transfer as may be reasonably necessary or advisable to implement the Reorganization (the “Reorganization Documents”). Seller shall consider in good faith any reasonable comments provided by ▇▇▇▇▇ and, to the extent reasonably acceptable to Seller, incorporate such comments into the execution version of the Reorganization Documents within five (5) Business Days after receipt of such drafts.