Restructuring Matters Clause Samples
Restructuring Matters. During the Pre-Closing Period, Buyer and the Company will each use their reasonable best efforts to discuss in good faith and, to the extent mutually agreed between them, take, and cause their respective Subsidiaries and Representatives to take, such actions as are reasonably necessary to allow Buyer to effect, at or prior to the Closing, the restructuring steps set forth on Schedule 5.27 and/or such other similar or related steps that Buyer reasonably determines would likely result in beneficial tax- or accounting-treatment for any of the Buyer Group Entities from and after the Closing or that would otherwise result in any improvement to the organizational structure of the Buyer Entities, including in consideration of a potential initial public offering involving the Buyer Entities (such actions, collectively, the “Restructuring”). Notwithstanding anything to the contrary herein, for the avoidance of doubt, in no event shall the completion of the Restructuring be construed to be, in and of itself, a condition to any party’s obligation to consummate the Closing hereunder. Notwithstanding anything to the contrary in this Agreement, other than in the event of an intentional action or omission by the Company and/or its Subsidiaries which constitutes a willful and material breach of, or willful and material non-compliance with, the express provisions of this Section 5.27 the Company and/or its Subsidiaries’ breach of, or non-compliance with, this Section 5.27 shall not be taken into account in determining whether the condition precedent set forth in Section 7.2(b) has been satisfied.
Restructuring Matters. The Company shall provide Parent and its Representatives from time to time a reasonable opportunity to review and evaluate the Company’s European restructuring plan (including as such plan has been disclosed in the Company SEC Documents prior to the date of this Agreement, the “Restructuring Plan”), including by allowing Parent and its Representatives reasonable access, in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, to members of Company management responsible for, or significantly involved in, the formulation and execution of the Restructuring Plan and all production facilities that are the subject of, or may reasonably be expected to be directly affected by, the Restructuring Plan and furnishing as promptly as practicable to Parent and its Representatives all material reports and documents (whether prepared by the Company or outside parties engaged by or on behalf of the Company, in each case, subject to any applicable attorney-client or other legal privilege) that are prepared primarily in connection with the Restructuring Plan. Subject to applicable law, the Company agrees to adopt and implement any alternative plan or amendments to the Restructuring Plan, in each case, that may be proposed in writing and in reasonable detail by Parent to the Company if in the good faith, reasonable judgment of the board of directors of the Company such alternative plan or amendments would not reasonably be expected to materially increase the risk profile of the Restructuring Plan to the Company or negatively impact the stockholders of the Company. Notwithstanding anything in this Agreement to the contrary, in no event will the Company take any action without the prior written consent of Parent between the date of this Agreement and the date that is six weeks from the date of this Agreement, including any consultations or other communications with any Governmental Authority or works council unless required by applicable Law, that would (i) reasonably be expected to prevent or materially delay or impede the implementation of any alternative plan or any material amendments to the Restructuring Plan that may be proposed by Parent (in each case that has been previously provided in writing and in reasonable detail to the Company by Parent) or (ii) otherwise reasonably be expected to result in significant costs to reverse or cease such action.
Restructuring Matters. SECTION 7.15 Cooperation and Exchange of Tax Information; Preparation of Tax Returns................................ 66 SECTION 7.16
Restructuring Matters. (a) As promptly as reasonably practicable following the date of this Agreement, London shall (i) form, capitalize and establish an entity (“London Taiwan Holdco”) pursuant to organizational documents reasonably acceptable to New York, (ii) prepare all filings with and notices to Governmental Bodies or third parties and all other documents necessary to effectuate the Taiwan Restructuring and otherwise use reasonable best efforts to prepare to take the steps necessary to effectuate the Taiwan Restructuring, (iii) make such filings and give such notices, (iv) convey to London Taiwan NewCo Sub, by way of a spin-off under the Taiwan M&A Act, all of the Contributed Assets, free and clear of all Liens other than Permitted Liens, and only the Assumed Liabilities, in each case in accordance with a spin-off plan consistent with the terms of this Agreement (the “Taiwan Spin-Off”), and (v) convey 100% of the issued and outstanding equity interests of London Taiwan NewCo Sub from London to London Taiwan Holdco (the “Taiwan Share Transfer”) (collectively with the Taiwan Spin-Off, the “Taiwan Restructuring”). Reasonable out of pocket expenses payable in connection with the Taiwan Restructuring will be shared by the Parties as provided in Section 5.14. In no event shall London be obligated to (x) take the steps set forth in clauses (i), (iii), (iv) or (v) of this Section 5.23 or to take any irrevocable steps to effectuate the Taiwan Restructuring until New York shall have obtained the New York Stockholder Approval and London shall have obtained the London Stockholder Approval or (y) (A) take the steps set forth in clause (iv) prior to receipt of applicable consents, approvals, permits or authorizations from Governmental Bodies that are provided for as conditions to the Closing in Section 7.1(g) (it being acknowledged that non-transferable Governmental Approvals may be obtained following the Taiwan Spin-Off) or (B) take the steps set forth in clause (v) prior to the other conditions to the Closing set forth in Article VII (other than those that by their nature will be satisfied at the Closing) having been satisfied or capable of being satisfied. Within ten (10) Business Days prior to the Closing, London shall convey all issued and outstanding equity interests in London Taiwan Holdco, London PRC Holdco, Management LLC and London U.S. Sub to London Stockholder, such that immediately prior to Closing, London Stockholder will be a direct or indirect wholly-owned Subsidiary of ...
Restructuring Matters