Restructuring Steps. Prior to the Effective Time, Grace, Xxxxx Xxxx and GCP shall and shall cause each of their respective Subsidiaries to take such actions as are necessary to carry out each of the steps described in the Restructuring Steps Memorandum as taking place prior to the Effective Time.
Restructuring Steps. (a) The Sellers and ReorgCo shall consummate, or cause to be consummated, the Pre-Closing Restructuring Steps (other than any Pre-Closing Restructuring Steps that are to be performed solely by Buyer and its Subsidiaries) prior to the Closing in the manner and sequence set forth in Schedule B. The Sellers shall keep Buyer regularly informed of the progress of the Pre-Closing Restructuring Steps and shall consider in good faith any changes with respect to the Pre-Closing Restructuring Steps that Buyer may reasonably propose from time to time.
(b) The Sellers and ReorgCo shall consummate, or cause to be consummated, the Post-Closing Restructuring Steps (other than any Post-Closing Restructuring Steps that are to be performed solely by Buyer and its Subsidiaries) immediately following the Closing in the manner, at the times and in the sequence set forth in Schedule B. The Sellers shall keep Buyer regularly informed of the progress of the Post-Closing Restructuring Steps and shall consider in good faith any changes with respect to the Post-Closing Restructuring Steps that Buyer may reasonably propose from time to time.
(c) Notwithstanding anything herein to the contrary, the Parties agree that, subject to Applicable Law, from the time of the Subsidiary Transfers through the Closing, the applicable ANR Subsidiaries shall hold (and retain legal
Restructuring Steps. The Holding Company Restructuring shall consist of the following transactions:
(a) REI will form a new wholly owned Subsidiary ("Genco Holding Company") to become a transitory holding company of Gencx XX.
(b) Genco Holding Company will form two wholly owned limited liability companies ("Gencx XX XXX" and "Gencx XX XXX") that form Gencx XX xx which Gencx XX XXX is the 1% general partner and Gencx XX XXX is the 99% limited partner.
(c) REI will contribute the Genco Assets to the capital of Gencx XX xxx the benefit of Genco Holding Company, Gencx XX XXX and Gencx XX XXX.
(d) Regco will organize a wholly owned subsidiary ("MergerCo2") for purposes of effecting the Restructuring Merger.
(e) MergerCo2 will merge (the "Restructuring Merger") with and into REI; in the merger the Regco stock owned by REI will be cancelled and each outstanding share of common stock of REI will be automatically converted into an outstanding share of common stock of Regco.
(f) REI will distribute to Regco the stock of the Genco Holding Company and the stock of the Subsidiaries identified in Schedule 6.2(f) owned by REI.
(g) Regco will expressly assume all obligations of REI under this Agreement and under each of the Ancillary Agreements and all other obligations under this Agreement and under each of the Ancillary Agreements which are expressed as requiring performance by, or imposing obligations on, Regco.
(h) Genco Holding Company will merge with and into Regco.
Restructuring Steps. 24 6.3 Actions Prior to the Holding Company Restructuring...........................................25 6.4 Conditions to Holding Company Restructuring..................................................25 6.5 Sole Discretion of REI.......................................................................26
Restructuring Steps. The Parties shall use commercially reasonable efforts to consummate all transactions contemplated by, and in the order, time and manner specified in, the Restructuring Transactions Memorandum, including as further set forth in (and in accordance with) this Agreement.
Restructuring Steps. 5.1 Order of the Restructuring Steps
(a) Each Party hereby agrees that:
(i) subject to the Restructuring Conditions Satisfaction Notice being issued and the completion of the steps set out in Clauses 4.1 (Pre-Steps - Holdco Finance Documents) and 4.2 (Pre-Steps - Opco Facility Pre- Funding) above, the Restructuring Steps shall be completed in the order set out in this Clause 5;
(ii) each Restructuring Step shall be completed as soon as reasonably practicable following the completion of each action, transaction or other step to be taken under or pursuant to the previous Restructuring Step;
(iii) the effectiveness of each Restructuring Step shall be conditional upon each other Restructuring Step becoming effective so that, if any one of the Restructuring Steps does not become effective, none of the other Restructuring Steps shall become effective; and
(iv) in the event that any Restructuring Step (a “Relevant Restructuring Step”) is not completed on the Business Day on which the Restructuring Steps are commenced pursuant to this Clause 5, then:
(A) the process of the closing of the Restructuring shall be paused until the date on which the Relevant Restructuring Step and all remaining Restructuring Steps can be completed (on which date all such Restructuring Steps shall be completed);
(B) to the fullest extent permitted by law, any Restructuring Step completed before the day on which the Restructuring Effective Time occurs shall be deemed to have occurred on the date of the Restructuring Effective Time;
(C) no Party shall be permitted to raise any objection for the purposes of this Deed in connection with the fact that a Restructuring Step has not been completed on the date of the Restructuring Effective Time by reason of the operation of the provisions of this Clause 5.1(a)(iv); and
(D) in the event that any Restructuring Step is completed before the date on which the Restructuring Effective Time has occurred and it cannot be treated as having occurred on a subsequent date under the provisions of this Clause 5.1(a)(iv), then the fact of its occurrence on a date prior to the date of the Restructuring Effective Time shall not prevent it from being regarded for the purposes of this Deed as having occurred on the date the Restructuring Effective Time occurs.
5.2 Restructuring Step 1: AFF documents and Holding Period Trust Deed
(a) the AFF Deed of Release and the AFF Payoff Letter shall be dated; and
(b) the Holding Period Trust Deed and the Holding Period Trust ...
Restructuring Steps. The parties confirm that the parties should carry out the Listed Company restructuring in accordance with the following agreement. Ankang will be separated from the Listed Company and a certain proportion of the assets of Guangyuan with the same value as the divested Ankang assets will be merged into the Listed Company (“Restructuring”) :
1.1.1 The Listed Company will file the restructuring documents in accordance with the requirements of the SEC and the Nasdaq Exchange and obtain the approval of the relevant authorities;
1.1.2 The Listed Company and the third-party independent professional agency hired by it shall do the due diligence on all the commercial, financial and legal aspects of Guangyuan, and then they will evaluate the assets of Guangyuan and Ankang, and issue the evaluation reports;
Restructuring Steps. Prior to the date hereof, Invesat completed the Intercompany Payments, which were duly approved and authorized by all appropriate limited liability company action.
Restructuring Steps. Implementation
(i) the Implementation Conditions have been satisfied or waived (in accordance with Clause 20 (Amendments and waivers));
(ii) a duly executed, unconditional Willingness to Act Letter has been received by the Management Board of SIHNV (in a form and substance acceptable to SIHNV, acting reasonably) on or before three (3) Business Days before the Implementation Commencement Date from at least two (but, in any event, no more than four) Nominated Director(s) and/or Interim Director(s) that have either:
(a) provided a duly executed Commitment Letter in accordance with Clause 4.3.1(xxii); or
(b) provided a duly executed Commitment Letter following the Implementation Notice Date, which was received by the Management Board of SIHNV (in a form and substance acceptable to SIHNV, acting reasonably) (along with, in relation to each such Nominated Director and/or Interim Director, confirmation by or on behalf of the SEAG Creditors Group that such appointment has been approved by certain members of the SEAG Creditors Group holding no less than 50 per cent. of the total Locked-Up SEAG Debt), either in replacement of, or addition to (save that, in any event there shall not, in aggregate, be more than four Nominated Directors and Interim Directors), any Nominated Director and/or Interim Director who provided a duly executed Commitment Letter in accordance with Clause 4.3.1(xxii), or, if such duly executed, unconditional Willingness to Act Letters are not received from at least two such Nominated Director(s) and/or Interim Director(s), either:
(c) the Company, SFHG, SIHNV and the Majority CVA Creditors agree in writing to waive such requirement for duly executed, unconditional Willingness to Act Letters; or
(d) a duly executed, unconditional Willingness to Act Letter is received by the Management Board of SIHNV (in a form and substance acceptable to SIHNV, acting reasonably) from replacement Nominated Director(s) or Interim Director(s) (as applicable) (along with, in relation to each such Nominated Director and/or Interim Director, confirmation by or on behalf of certain members of the SEAG Creditors Group holding no less than 50 per cent. of the total Locked-Up SEAG Debt that such appointment has been approved by such members of the SEAG Creditors Group), to ensure that there are at least two, but not more than four Nominated Directors and Interim Directors; and
(iii) the approval of the proposed restructuring of the Convertible Bonds by the requisite majori...
Restructuring Steps. Pursuant to the Separation Agreement, the parties to the Separation Agreement will agree to use commercially reasonable efforts to consummate all transactions contemplated by, and in the order, time and manner specified in, the restructuring steps memorandum to be attached to the Separation Agreement (the “Restructuring Transactions Memorandum”). CCOH and CCH agreed that in connection with entering into the Separation Agreement, CCH and CCOH will enter into the Merger Agreement, pursuant to which CCOH will merge with and into CCH, with CCH being the surviving corporation. CCH and CCOH have agreed to timely consummate the Merger in accordance with the Merger Agreement and the Restructuring Transactions Memorandum.
