Reorganization Transactions. The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.
Reorganization Transactions. (a) [Intentionally Omitted].
(b) Immediately prior to the Closing, Visant shall cause Xxx Xxxxxxxx and the Transferred Subsidiaries to transfer, assign, convey and deliver to Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries), and shall cause Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to assume, all of Xxx Xxxxxxxx and the Transferred Subsidiaries’ existing right, title and interest in and to, the following (collectively, the “Excluded Assets”): (i) all of the capital stock of The Lehigh Press, Inc. and Precision Offset Printing Company, Inc.; (ii) all rights, title and interest in the production assets located at the Owensville East facility, including the production assets set forth in Section 5.16(b)(ii) of the Visant Disclosure Schedule. Such assignments, transfers, conveyances and deliveries shall be by means of documentation in form and substance reasonably acceptable to Buyer, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld.
(c) Immediately prior to the Closing, Visant shall, or shall cause any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to, assume, become responsible for and agree to pay, perform and discharge when due and hold Xxx Xxxxxxxx and the Transferred Subsidiaries and Buyer and their respective Affiliates harmless from and against the Excluded Liabilities. Such assumptions shall be by instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer, as may be necessary to effect Visant or any of its Affiliates’ (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) assumption of the Excluded Liabilities, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld.
Reorganization Transactions. Prior to or substantially concurrent with the issuance of the Underwritten Shares and payment therefor in accordance with this Agreement, the Reorganization Transactions shall have been consummated in a manner consistent in all material respects with the descriptions thereof in the Registration Statement, Pricing Disclosure Package and the Prospectus.
Reorganization Transactions. (a) Effective immediately prior to the Effective Time, (i) the Existing LLC Agreement shall be amended and restated and this Agreement shall be adopted and (ii) all of the membership interests in the Company prior to the adoption of this Agreement shall be recapitalized to consist solely of a single class of Units with the rights and privileges as set forth in this Agreement and each Member will receive its pro rata share of such Units in accordance with the Master Reorganization Agreement and the right to receive the Class B Shares pursuant to Section 3.1(c).
(b) Immediately following the initial closing of the IPO, (i) PubCo shall contribute to Managing Member Blocker all of the net proceeds received by PubCo in connection with such initial closing and [●] Class B Shares and (ii) Managing Member Blocker shall in turn contribute to the Company such net proceeds of the initial closing and such Class B Shares received from PubCo in exchange for the issuance of [●] Units.
(c) Immediately following the contribution described in Section 3.1(b), the Company shall distribute to each of the Members (other than PubCo and its Subsidiaries), pro rata, in accordance with the number of Units owned by each Member, the Class B Shares contributed to the Company pursuant to Section 3.1(b).
(d) Immediately following any closing of the issuance and sale of Class A Shares pursuant to the Option, PubCo shall contribute all of the net proceeds received pursuant to such Option exercise to Managing Member Blocker, and Managing Member Blocker shall in turn contribute such net proceeds to the Company in exchange for a number of Units equal to the number of Class A Shares issued and sold pursuant to such Option exercise.
Reorganization Transactions. Each of the Reorganization Transactions has been, on or before the Closing Date, consummated in accordance with the terms and provisions of the agreements and documents governing such transactions, and true and correct copies of such agreements and documents have been delivered to the Administrative Agent.
Reorganization Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1, or cause such actions to take place (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”):
(a) One Business Day prior to the IPO Closing Date, the applicable parties shall take the actions set forth below (or cause such action to take place):
(i) Pubco shall adopt and file with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation of Pubco, in substantially the form attached hereto as Exhibit A (the “Amended and Restated Certificate of Incorporation”), with such changes or modifications as approved by the Board.
(ii) Pubco shall adopt Amended and Restated Bylaws of Pubco in substantially the form attached hereto as Exhibit B (the “Amended and Restated Bylaws”), with such changes or modifications as approved by the Board.
(b) Prior to the IPO Closing Date, the applicable parties shall take the actions set forth below (or cause such actions to take place), which shall, in each case, be effective immediately prior to the IPO Closing and in the following order:
Reorganization Transactions. To the extent not completed prior to the date of this Agreement, the Seller shall, or shall cause its applicable Affiliates and, to the extent it has the Legal Right, each of the Javelina Partnerships to, perform each of the Reorganization Transactions.
Reorganization Transactions. In the event that TopCo Parent or one of its Affiliates enters into a capital reorganization transaction (a “Reorganization”) (whether structured as a contribution, merger, conversion, consolidation, recapitalization or otherwise) in which TopCo Parent, directly or indirectly, exchanges all of its Common Stock for substantially similar equity securities of a newly formed holding company (“New Holdco”), the Investor shall, in connection with such Reorganization, exchange all of its Lock-Up Shares for substantially similar equity securities of New Holdco and, upon such exchange, the Investor shall cease to be a holder of its Lock-Up Shares. Upon the occurrence of a Reorganization, either (a) New Holdco shall assume all obligations of the Company under this Agreement and all references herein to the Company and its Lock-Up Shares (or terms of similar import) would be deemed changed mutatis mutandis to reflect the issuance of the substantially similar equity securities of New Holdco by New Holdco and their attendant rights, privileges, covenants and restrictions and the assumption of this Agreement or (b) the Investor and New Holdco shall enter into a new agreement based on terms that are no less favorable to the Investor than the terms set forth in this Agreement. The Investor agrees to execute any agreements, documents or other instruments in connection with the Reorganization that are reasonably necessary and/or proper to consummate the Reorganization.
Reorganization Transactions. Except with respect to any Sale Event (so long as the Company complies with the material provisions of Section 4.4 of the Note in respect of such Sale Event), the Company will not, and will not permit any of its Subsidiaries to, merge into, amalgamate, or consolidate with any other Person, or permit any other Person to merge into, amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Company or any of its Subsidiaries, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person; provided, however (i) the Company may engage in any such transaction so long as the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by a written instrument, all of the Obligations, (ii) any wholly owned Subsidiary may merge into or amalgamate with the Company in a transaction in which the Company is the surviving or continuing corporation, (iii) any wholly owned Subsidiary may merge into, amalgamate or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving or continuing entity is a wholly owned Subsidiary and no Person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Subsidiary Guarantor, the surviving entity of such transaction shall be a Subsidiary Guarantor) and (iv) the Company and the other Subsidiaries may make Permitted Acquisitions.
Reorganization Transactions. As of the Effective Time and as contemplated by the Business Combination Agreement, (a) the Existing LLC Agreement shall be amended and restated and this Agreement shall be adopted and (b) all of the membership interests in the Company prior to the adoption of this Agreement shall be recapitalized to consist solely of Class X Units and Class EX Units with the rights and privileges as set forth in this Agreement and each Member will receive and own its pro rata share of such Class X Units or Class EX Units in accordance with the Business Combination Agreement and as set forth next to such member’s name on Exhibit A hereto. In addition, the Company shall issue to Holdings, in exchange for the Acquiror Contribution Amount (as defined in the Business Combination Agreement), additional Class X Units and the Holdings Warrants.
