Restructuring Arrangements Sample Clauses

Restructuring Arrangements. The Seller shall, and the Seller Shareholder shall procure the Seller and its relevant Affiliates and Target Group Companies, complete the shareholding restructuring as soon as reasonably practicable after the Signing Date (in any event before the Long Stop Date) in accordance with applicable Laws and the following requirements so that upon completion, the Seller will hold 100% issued and outstanding share capital of the New Target Company, and the New Target Company shall hold all the Acquired Interests (in the case of the HK Acquired Interests, indirectly via the New Cayman Sub), in each case, as shown in the structure chart set forth in Schedule F of this Agreement (the “Restructuring”): (a) the Seller shall acquire all of the outstanding share capital of the New Target Company from the then shareholder(s) of the New Target Company for nil consideration, and the New Target Company shall acquire all of the outstanding share capital of the New Cayman Sub from the then shareholder(s) of the New Cayman Sub for nil consideration; (b) the Seller shall transfer the HK Acquired Interests to the New Target Company at a consideration approved by the Buyer in exchange for issuance of one (1) ordinary share by the New Target Company, upon completion of which the New Target Company shall transfer the HK Acquired Interests to the New Cayman Sub at the same consideration, which in turn shall be settled by the New Cayman Sub issuing one (1) ordinary share to the New Target Company; (c) the Cayman Seller shall transfer the Cayman Target Company to the Seller at a consideration approved by the Buyer, which shall be settled by the Seller executing and delivering to the Cayman Seller a promissory note for a principal amount equal to the transfer price of this step; and (d) the Seller shall transfer the Cayman Target Company to the New Target Company at a consideration equal to the amount set forth in Section 5.8(c) in exchange for issuance of one (1) ordinary share by the New Target Company. The Seller Shareholder and the Seller shall, and shall procure their respective relevant Affiliates to, pay or procure payment of any and all Taxes arising from or in connection with the Restructuring in accordance with applicable Laws, and shall provide the Buyer with evidence of the completion of the Restructuring and payment of Taxes. The Seller Shareholder and the Seller shall keep the Buyer reasonably informed of the progress of the Restructuring, and the Buyer shall be given reas...
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Restructuring Arrangements. (a) Subject to Section 3.10, upon the entry of the PSA Court Order, the terms and conditions of this Term Sheet, together with the Plan Support Agreement, shall be immediately effective and shall be deemed to be a binding contract between the CHC Parties and the Milestone Parties. After the PSA Approval Date, this Term Sheet shall constitute a legally binding amendment of the Existing Facility Documents in respect of the Committed Aircraft as and to the extent expressly set forth herein, and a legally binding agreement with respect to the Incremental Aircraft and the Financed Aircraft on the terms and conditions expressly set forth herein. For the avoidance of doubt, the parties acknowledge and agree that the PSA Court Order shall not provide for the assumption of any of the Existing Facility Documents in respect of the Committed Aircraft or Rejected Aircraft pursuant to Section 365(a) of the Bankruptcy Code. (b) Notwithstanding anything in this Term Sheet to the contrary, to the extent the applicable CHC Party has, prior to the date of this Term Sheet, paid to the applicable Milestone Party, in respect of each applicable Committed Aircraft, Basic Rent (as specified in the applicable Existing Facility Documents as in effect prior to the Petition Date) for such Committed Aircraft that fell due after the Petition Date but on or prior to August 3, 2016, such amounts shall be retained by the applicable Milestone Party as its property and shall be credited as contemplated under this Term Sheet (including under Sections 3.3(c) and 3.3(e) of this Term Sheet), but shall not be otherwise credited or offset against any other amount payable under this Term Sheet. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) Within 10 Business Days following the PSA Approval Date, the applicable CHC Party will make a payment to the applicable Milestone Party in an amount in cash equal to the daily pro rata amount of the Monthly Rent (as set forth on Schedule A-1) in respect of each Committed Aircraft for each day during the period commencing on and including the Petition Date to, but excluding, the first Basic Rent Date (as specified in such applicable Existing Facility Documents) for such Committed Aircraft next following July 5, 2016 in respect of which the applicable Milestone Party received or ...
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Restructuring Arrangements. 14 Section 4.1 IACI Restructuring...................................................................14 Section 4.2 Effect of an IACI Restructuring......................................................17 Section 4.3 Indemnity............................................................................17 ARTICLE V TERMINATION....................................................................................18 Section 5.1 Termination..........................................................................18 Section 5.2 Effect of Termination................................................................18
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Restructuring Arrangements. (a) Orbital agrees to continue actively to pursue discussions with potential investors in ORBCOMM. Orbital further agrees to consider facilitating the infusion of additional equity into ORBCOMM by issuing a security of Orbital that would be convertible into an equity interest in ORBCOMM, with the proceeds of such issuance to be directed to ORBCOMM. Teleglobe and ORBCOMM agree to support such efforts by Orbital and to cooperate with Orbital in order to obtain such new equity investment as promptly as practicable. The parties will endeavor to close a transaction with a new equity investor on or before September 15, 2000.
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Restructuring Arrangements 
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Related to Restructuring Arrangements

  • Financing Arrangements (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.

  • Closing Arrangements Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time by the Law Society of Upper Canada. Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers.

  • Intercompany Arrangements (a) Except as set forth in Section 5.5(a) of the Seller Disclosure Schedules and except for this Agreement and the Ancillary Agreements, and the agreements specifically referred to therein as remaining outstanding after the Closing, all intercompany and intracompany accounts, indebtedness, transactions or Contracts between the Companies and their respective Subsidiaries, on the one hand, and the Seller and its Affiliates (other than the Companies and their respective Subsidiaries or with respect to the TS Business), on the other hand, shall be cancelled, settled, offset, capitalized or otherwise eliminated prior to the determination of Indebtedness for purposes of calculating the Cash Purchase Price, without any consideration or further liability to any party and without the need for any further documentation, prior to the Closing. (b) The Parties recognize and acknowledge that the Enterprise-Wide Contracts set forth in Section 5.5(b) of the Seller Disclosure Schedules relate to both the TS Business and the Retained Business. All Enterprise-Wide Contracts shall be retained by the Seller. Following the date hereof, to the extent requested by the Buyer, the Seller and the Buyer shall use reasonable best efforts to negotiate a new Contract for the benefit of the Buyer and its Affiliates (including the Companies and their Subsidiaries) with respect to the matters covered by such Enterprise-Wide Contracts. The terms and conditions of any Contract or arrangement applicable to the TS Business entered into pursuant to this Section 5.5(b) shall be reasonably acceptable to the Buyer. For the avoidance of doubt, the Seller shall be under no obligation to obtain alternative Contracts with an equivalent level of pricing or other terms as provided in the Enterprise-Wide Contract sought to be obtained for the benefit of the Buyer. In the event that the Parties are not able to obtain any such new Contract, then the Parties shall use reasonable best efforts to cause the Transition Services Agreement to include, as a Service (as defined in the Transition Services Agreement), for such time as is reasonably necessary for the TS Business to obtain a new Contract covering such products and services, which period shall be set forth in the Transition Services Agreement, either (x) the products and services provided under such Contract or (y) reasonable alternative arrangements which permit the Buyer to continue operating the TS Business in substantially the same manner as currently conducted. The Buyer shall bear all costs and expenses incurred with Persons (other than the Seller or any of its Affiliates) that are parties to Enterprise-Wide Contracts with respect to any such efforts described in this Section 5.5(b). (c) From and after the Closing, if either Party receives any (a) funds or any other assets intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such funds or other assets to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or other assets, whether in connection with a dispute under this Agreement or any of the Ancillary Agreements or otherwise) or (b) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such mail, packages, transmission, order, invoice, request or other document to, the other Party.

  • Working Arrangements (i) The former industry practice whereby all Employees on site working in direct sunlight were relocated to shaded or air- conditioned areas when the temperature reached 32°C, will no longer operate. (ii) At temperatures below 35°C workers are not to be relocated out of direct sunlight unless the work environment creates a serious risk to their health and safety, having regard to the nature of the tasks being undertaken, provided that the task or activity being performed is completed and the penalty provisions as for emergency work under the Award shall apply. (iii) Once the temperature reaches 35°C work will cease, and workers may leave the site, provided that the task or activity being performed is completed and the penalty provisions as for emergency work under the Award shall apply. (iv) During periods of hot weather, work in air conditioned environments shall continue as normal. Workers will walk a reasonable distance through the open to and from amenities and the air-conditioned work space, provided it does not pose a serious threat to their health or safety. Alternatively, where the Employer can artificially ventilate covered spaces onsite and reduce the temperature to below 35°C, work may continue as normal subject to consultation and agreement with affected Employees to comply with the provisions of this clause. (v) By agreement with the OH&S committee and head contractor during periods of inclement weather (heat) the Saturday break roster can be applied to weekday work.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Monitoring Arrangements 8.1 We will formally monitor the progress of the access agreement at least once a year and report annually to the SCITT Management Group. Initial monitoring will be concerned with participation rates and the development of data on lower income and other under-represented groups. When specific data is accrued, we will look to monitor against this. 8.2 Our annual report to the SCITT Management Group will form the basis of our monitoring report to OFFA.

  • Funding Arrangements Minimum amounts/increments for Japan Local Currency Borrowings, repayments and prepayments: Same as Credit Agreement.

  • Banking Arrangements The banking business of the Corporation shall be transacted with such banks, trust companies or other person or persons as the board may determine from time to time and all such banking business shall be transacted on behalf of the Corporation by such person or persons and to such extent as the board may determine from time to time.

  • Management Arrangements 9.1. The Management Arrangements set out the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Statement of Requirements, the Service Levels, the Award Procedures and the terms of this Framework Agreement. 9.2. The Authority may by notice to the Contractor suspend the Contractor’s appointment to provide Services to Framework Public Bodies for a notified period of time: 9.2.1. if the Authority becomes entitled to terminate this Framework Agreement under clause 42 (Termination Rights) or 43 (Termination on Insolvency or Change of Control); or 9.2.2. in any other circumstance provided for in the Management Arrangements. 9.3. Suspension under clause 9.2 shall terminate upon cessation of all of any circumstances referred to in subclauses 9.2.1 and 9.2.2. 9.4. The Contractor must continue to perform existing Call-off Contracts during any period of suspension under clause 9.2.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

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