Reorganization Transaction. Parent has no present plan or intent to liquidate the Surviving Corporation or sell or transfer to a subsidiary, or otherwise dispose of the historic business assets of the Company. Neither Parent nor Surviving Corporation, as applicable, shall, pursuant to a plan in effect on the date hereof, (i) discontinue the historic business of the Company, (ii) transfer all or substantially all of the stock or assets of the Surviving Corporation to an affiliate, or to any third party, (iii) cause Surviving Corporation to merge or consolidate with or into any other entity, or (iv) take any other action that would result in a treatment of Stockholder's receipt of the Merger Consideration other than pursuant to Section 368(a)(2)(E) of the Code.
Reorganization Transaction. If Response becomes a party to a Reorganization Transaction (defined below), the Board of Directors of Response shall either: (i) provide for Employee to receive upon the exercise of the Options, in substitution for Option Shares issuable or transferrable to him upon the exercise of outstanding Options, the same stock, securities, cash or other property to be received by owners of Common Stock of Response as a result of such Reorganization Transaction; or (ii) upon written notice to the employee, provide that the Options shall be immediately exercisable and further that they shall be terminated unless exercised within 60 days after the date of such notice. For the purposes hereof, the term "Reorganization Transaction" means a merger, consolidation or similar reorganization of Response, the complete liquidation of Response, or the sale of all or substantially all of the assets of Response.
Reorganization Transaction. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, so long as there shall not exist any pending or threatened action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality which contests the consummation of any of the following transactions, upon an election by Holdings,
(a) Holdings, at any time, in its sole discretion may, contemporaneously with the assumption and issuances referred to in clauses (b) and (c) below, contribute all of its assets (including the Capital Securities of WRC) to WRC; provided that the Administrative Agent shall have a perfected pledge of, and security interest in and to all such assets so contributed as it had immediately prior to such contribution pursuant to such documentation and opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel as shall be necessary in the opinion of the Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein;
Reorganization Transaction. In the event of any Reorganization Transaction, then, and in each such case, the Company will mail or cause to be mailed to the Global Warrantholder and each other Warrantholder, as promptly as reasonably practicable upon execution of the agreement providing for such Reorganization Transaction, a notice specifying the effective date on which such Reorganization Transaction is or is expected to take place, and the time, if any is to be fixed, as of which the holders of record of Common Shares (or such other stock or Securities at the time deliverable upon the exercise of a Warrant) shall be entitled to exchange their Common Shares (or such other stock or Securities) for Securities or other property deliverable upon such Reorganization Transaction.
Reorganization Transaction. The Company hereby agrees to take such actions with respect to itself and its subsidiaries as may be reasonably required to effect the Reorganization Transaction as soon as reasonably practicable following the consummation of the Company IPO, including, without limitation, the obtaining of any required insurance regulatory approvals for the Reorganization Transaction.
Reorganization Transaction. Immediately following the Closing, subject to Section 6.09 of this Agreement and the terms of the Transition Services Agreement, the Company or one of its Subsidiaries will have title to, or a leasehold interest in, or a right to use, all of the properties, licenses, permits, contracts and assets required to operate the Business in all material respects as operated as of the date hereof and immediately prior to the consummation of the Reorganization Transactions.
Reorganization Transaction. 92 SECTION 11.13 Confidentiality..................................................................93 SECTION 11.14
Reorganization Transaction. (a) Subject to Section 7.26(c), prior to the Closing Date, the Company shall have the right, but not the obligation, to consummate the following transactions, to be effective no later than two (2) Business Days prior to the Closing Date, in the following order (collectively, the “Reorganization”): (i) a Delaware corporation shall be created (“Newco”) with substantially identical Charter Documents to the Company’s Charter Documents, which will create a direct, wholly owned Subsidiary (“Newco Merger Sub”), (ii) Newco Merger Sub shall be merged with and into the Company, following which the separate corporate existence of Newco Merger Sub shall cease and the Company will continue as the surviving corporation after such merger and as a direct, wholly owned Subsidiary of Newco, (iii) pursuant to the foregoing merger, the Company Stockholders, holders of Company Warrants and holders of Company Options shall exchange their respective equity interests in the Company for the same equity interests of Newco, such that immediately thereafter the Company Stockholders, holders of Company Warrants and holders of Company Options shall collectively own one hundred percent (100%) of the equity interests of Newco in the same proportions as their prior ownership of the Company as of the date of hereof, and Newco shall own one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company (and Newco shall assume or implement any related arrangements expressly required to effectuate the foregoing, including the assumption of the Company’s 2014 Equity Incentive Plan and any outstanding awards thereunder) and (iv) the Company shall convert into a Delaware limited liability company by filing a certificate of conversion with the Secretary of State of the State of Delaware, pursuant to the applicable provisions of the DGCL and the DLLCA, and no election will be made to treat such limited liability company as a corporation for income Tax purposes. The Company acknowledges and agrees that the Reorganization described in clauses (i) through (iv) above is intended to qualify as a “reorganization” pursuant to Section 368(a)(1)(F) of the Code and the Treasury Regulations promulgated thereunder and the Company shall file all required income Tax returns and related returns and reports in a manner consistent with such intent unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.
(b) In the event that the Company elects t...
Reorganization Transaction. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, so long as there shall not exist any pending or threatened action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality which contests the consummation of any of the following transactions, upon an election by Holdings,
(a) Holdings, at any time, in its sole discretion may, contemporaneously with the assumption and issuances referred to in clauses (b) and (c) below, contribute all of its assets (including the Capital Securities of WRC) to WRC; provided that the Administrative Agent shall have a perfected pledge of, and security interest in and to all such assets so contributed as it had immediately prior to such contribution pursuant to such documentation and opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel as shall be necessary in the opinion of the Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein;
(b) WRC may, contemporaneously with the contribution referred to in clause (a) above and the issuances referred to in clause (c) below, assume substantially all of the liabilities of Holdings so long as (i) no Specified Default shall have occurred and be continuing on the date any such liabilities are to be assumed, nor would a Specified Default result from any such assumption and (ii) after giving effect to any such assumption, Holdings and the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent fully ended Fiscal Quarter preceding the date of such assumption;
Reorganization Transaction. The Reorganization Transaction shall have occurred.
