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. 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. The Reorganization Documents, duly executed and in form and substance reasonably satisfactory to the Buyer.
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. 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. (a) Such Stockholder, to the extent that it is a party or signatory to any Reorganization Documents, including, 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 such Stockholder of the Reorganization Documents and the consummation by such Stockholder of the transactions contemplated thereby were duly and validly approved by all necessary action, corporate or other, of such Stockholder, and no other proceedings, corporate or other, on the part of it 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 such Stockholder to the extent that it is a party thereto, and each of the Reorganization Documents constitutes a valid and binding obligation of such Stockholder to the extent that it is a party thereto, enforceable against such Stockholder 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.
(b) Neither the execution and the delivery of any Reorganization Document by such Stockholder nor the consummation by such Stockholder of the Reorganization, nor compliance by such Stockholder with any of the terms or provisions thereof, has or will violate any provision of any of the Charter Documents of such Stockholder.
Reorganization Documents. The Loan Parties hereby agree to deliver to the Administrative Agent, within ten (10) Business Days of the Third Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), substantially final drafts of each Reorganization Document, together with substantially final drafts of all exhibits and schedules thereto and any material agreements to be executed in connection therewith. The Loan Parties further agree that the failure to comply with this Section 5 shall result in the automatic termination of this Agreement and the obligations of the Administrative Agent and the Lenders hereunder.
Reorganization Documents. Copies of each Reorganization Document.
