Restructuring Generally Sample Clauses

Restructuring Generally. (i) As promptly as practicable, and in any event no later than five (5) Business Days prior to the Closing, subject to the other provisions of this Section 5.03, Seller shall, and shall cause its applicable Affiliates to, use reasonable best efforts to take all such actions as are necessary to effect, effective as of immediately prior to the Closing and conditioned upon the occurrence of the Closing, the transactions set forth on Exhibit H hereto (the “Restructuring Steps Plan”) and the transactions contemplated pursuant to the Reorganization Agreement (such actions and the consummation of such transactions, collectively, the “Pre-Closing Restructuring”), in each case, in all material respects in accordance with the terms of the Transaction Documents and the steps set forth in the Restructuring Steps Plan. Following the date of this Agreement and prior to the Closing, with the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall be permitted to amend, restate, supplement or otherwise modify the Restructuring Steps Plan. (ii) Prior to the execution of any Contract related to, or in connection with the Pre-Closing Restructuring by Seller or any Affiliate of Seller or the amendment of any such Contract (such documents, collectively, the “Pre-Closing Restructuring Documents”), Seller shall (A) provide a draft of such Pre-Closing Restructuring Document to Buyer and its counsel and provide Buyer and its counsel a reasonable opportunity to review and comment on such draft Pre-Closing Restructuring Document, (B) take into consideration in good faith any comments made by Buyer and its counsel and (C) implement any changes reasonably requested by Buyer and its counsel with respect to such Pre-Closing Restructuring Document. Seller shall keep Buyer reasonably informed of the status of the Pre-Closing Restructuring. (iii) Seller shall effect, and cause its Subsidiaries to effect, the Pre-Closing Restructuring in a manner that does not: (i) result in the giving of any representation, warranties or indemnification by any of the Group Companies to Seller or any of its Affiliates (other than the Group Companies); (ii) violate any applicable Law in any material respect; or (iii) result in any Person, other than Seller or any of its wholly-owned Subsidiaries owning any capital stock or other equity interest in any Group Companies. (iv) Seller shall bear all costs, fees and expenses (including any Taxes, License ...