Restructuring Transaction. The Company represents on behalf of Chine Victory, which is a direct wholly-owned subsidiary of the Company due to the consummation of the Share Exchange Transaction, as follows:
Restructuring Transaction. CEC shall regularly consult with CAC concerning the tax effect of the Restructuring, including providing drafts of the private letter ruling request and any supplemental submissions with respect to the Restructuring, and considering in good faith all of the comments from CAC in a timely manner under the circumstances. CEC shall use its reasonable best efforts to cause the Restructuring to be tax-free to CEC and to its Affiliates for federal and state income tax purposes or to cause any Tax that would have otherwise been incurred in connection therewith to be eliminated by netting net operating loss carryforwards or other net operating losses that would have been available after first offsetting any deferred discharge of indebtedness income under Section 108(i) of the Code or any other operating income.
Restructuring Transaction. On or as of the Effective Date, the Distributions provided for under the Plan shall be effectuated pursuant to the following transactions (collectively, the “Restructuring Transaction”):
(a) pursuant to sections 1141(b) and (c) of the Bankruptcy Code, and except as otherwise provided in the Plan, the property of each Estate shall vest in the applicable Reorganized Debtor, free and clear of all Claims, liens, encumbrances, charges, and other Interests, except as provided in the Plan, the New Senior Secured Notes Indenture, the New ABL Agreement, the other Plan Documents or the Confirmation Order. The Reorganized Debtors may operate their businesses and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respects as if there were no pending case under any chapter or provision of the Bankruptcy Code, except as provided herein;
(b) all Existing Interests shall be deemed cancelled as of the Effective Date. Reorganized Broadview shall issue the New Common Stock pursuant to the terms of the Plan and enter into the New Stockholders Agreement;
(c) Reorganized Broadview shall issue the New Warrants to holders of Allowed Existing Preferred Interests, pursuant to the terms of Section 5.2 of the Plan, and enter into the New Warrant Agreement;
(d) the Debtors shall consummate the Plan by (i) making Distributions of the New Common Stock, New Warrants, and Cash, (ii) issuing the New Senior Secured Notes in accordance with the terms of the Plan, and (iii) entering into the New ABL Agreement, New Senior Secured Notes Indenture and the New Registration Rights Agreement; and
(e) the releases provided for herein, which are an essential element of the Restructuring Transaction, shall become effective.
Restructuring Transaction. Brookdale and/or any Affiliates of Brookdale (a) leasing owned facilities and subleasing leased facilities to an Affiliate of Brookdale, (b) transferring management of owned and leased facilities to any third party (whether or not an Affiliate of Brookdale), whether by entering into management agreements or by the distribution, sale, or other assignment of management entities or management agreements and/or other transfers or dispositions, (c) causing the owned facilities or the leasehold interests in the leased facilities, and/or the management related thereto, to be owned directly or indirectly by any joint venture in which Brookdale or any Affiliate of Brookdale is a direct or indirect member and/or (d) otherwise restructuring the ownership or management of any one or more facilities or taking any other actions reasonably necessary or appropriate to permit Brookdale, any Affiliate of Brookdale, or any joint venture partner of Brookdale or such Affiliate to qualify for taxation as a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. REIT; provided, however, that none of the foregoing shall involve (i) the direct assignment of any interest in this Lease or a direct transfer of the Leased Property other than an assignment of this Lease and/or transfer of the Leased Property to an Affiliate of Brookdale (it being understood that subleases of the Leased Property are not deemed to be an assignment of an interest in this Lease for purposes of this clause (i)) or (ii) a transfer of any of Lessee’s Personal Property, Intangible Property or other property in which Lessor is granted a security interest in accordance with the provisions of this Lease (except transfers (x) to an Affiliate of Brookdale, or (y) pursuant to a sublease to a subtenant, or (with respect to management related personalty) pursuant to an agreement with a manager who grants a security interest solely in respect of any such transferred property and, in the case of the subtenant and the manager, agrees at the end of the Term to turn such transferred property over to Lessor in a manner consistent with that in which Lessee would have been obligated to do so pursuant to Sections 6.3 and 45.1.4). SEC: Securities and Exchange Commission.
Restructuring Transaction. Each of the Affiliated Entities has filed an information statement and the Borrower has filed a Rule 13e-3 transaction statement with the United States Securities and Exchange Commission pursuant to Regulation 14C and Rule 13e-3 under the Securities and Exchange Act of 1934, respectively. Each of such information statements and transaction statement complied as to form in all material respects with the requirements of the Securities and Exchange Act of 1934, and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. As of the Closing Date, the Restructuring Transaction has been completed, the Affiliated Entities have been merged with and into Waltxx X. Xxxt Company, Inc., an Indiana corporation, which has changed its name to Best Lock Corporation, and the Borrower has succeeded to all of the assets and liabilities of the Affiliated Entities including, without limitation, ownership of 100% of the issued and outstanding capital stock of First Thoroughbred. First Thoroughbred is the owner and holder of all of the issued and outstanding capital stock of BULLC, NSC and Best Access.
Restructuring Transaction. At any time between the date of this Agreement and the Effective Time, the parties agree to take such actions and execute and deliver such documents and instruments as may be reasonably necessary or desirable, in the reasonable discretion of HomeStreet, to restructure the Transactions, amend this Agreement or any of the agreements between the parties hereto that are contemplated hereby, or to amend or alter the terms of either or both of the Mergers (or any or all of the foregoing) so as to avail any one or more of the parties of any advantages of any now-existing or hereafter adopted Law, to facilitate regulatory approval of the Transactions or the Mergers, or to promote more advantageous Tax treatment for any party or any other Person with respect to any of the agreements, arrangements, understandings, purposes or effects contemplated by this Agreement; provided, however, that (i) there shall be no such change to any material provision of this Agreement after the Simplicity Shareholder Approval or HomeStreet Shareholder Approval, (ii) such modification will not delay materially or jeopardize receipt of any required regulatory approvals or other consents and approvals relating to the consummation of the Mergers (iii) the consideration to be paid to the holders of Simplicity Common Stock under this Agreement is not changed in kind, value or amount and (iv) the Transactions as so restructured will not, in the reasonable opinion of counsel to each party, result in tax consequences to that party or its shareholders that are materially more adverse than the Transactions as set forth herein. Notwithstanding any contrary provision of this Agreement, the parties, upon mutual written consent may revise the structure to provide for registration of the shares of HomeStreet Common Stock to be issued as consideration in the Company Merger. The parties hereto agree to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.
Restructuring Transaction. Until the occurrence of a Standstill Expiration Event, each Lender expressly agrees that it shall be bound to accept any Restructuring Transaction proposed by EBOF and accepted in writing by the Required Lenders with written notice to all Lenders; provided, however, that no proposed Restructuring Transaction or any other transaction or agreement with EBOF, its Subsidiaries or any of their affiliates or with MxXxxxxxxx relating to the Transaction Documents shall be approved or accepted by any Lender unless the transaction or agreement offers the same consideration and the same terms and conditions to all Lenders, with each such Lender’s share of such consideration to be determined on a Pro Rata basis, and no consideration is offered or given to any person or entity in connection therewith other than the Lenders. The Parties acknowledge that the Restructuring Transaction may be implemented in stages. Nothing contained in this section, elsewhere in this Agreement or in any Collateral Document shall, or shall be used to, impose on any Lender any monetary obligation (including, without limitation, making any loan, investing any capital, or making any other financial accommodation) as a result of, or relating to, or arising out of the Bankruptcy Case or the Restructuring Transaction without the prior written consent of such Lender, which may be granted or withheld in such Lender’s sole discretion. No Lender shall be bound by any such obligation absent such prior written consent by it.
Restructuring Transaction. (i) The Restructuring Transaction (and each element thereof) shall have no material adverse tax consequences to Holdings or any of its Subsidiaries and (ii) each Transferred Entity, both before and after the transfer and subsequent contribution of the Equity Interests thereof in accordance with the definition of Restructuring Transaction, shall be an Immaterial Subsidiary and shall hold no assets other than the Equity Interests of any Transferred Entity directly owned by such Transferred Subsidiary.
Restructuring Transaction. (a) Section 6.15 of the Company Disclosure Schedule sets forth the material terms of the restructuring transaction (the “Restructuring Transaction”) involving the Company and certain of its direct and indirect Subsidiaries and its and their stockholders that will be effected in compliance with the Certificate of Incorporation of the Company and such Subsidiaries and all applicable laws prior to the Closing. The Company shall consult with, and provide information reasonably requested by, the Buyer with respect to the Restructuring Transaction.
(b) The Company shall take all necessary action to cause the MidCo Stockholders’ Agreement and the HoldCo Stockholders’ Agreement to be terminated effective prior to the Effective Time.
Restructuring Transaction. At any time between the date of this Agreement and the Effective Time, the parties agree to take such actions and execute and deliver such documents and instruments as may be reasonably necessary or desirable, in the reasonable discretion of HomeStreet, to restructure the Transactions, amend this Agreement or any of the Transaction Documents, or to amend or alter the terms of the Merger (or any or all of the foregoing) so as to avail any one or more of the parties of any advantages of any now-existing or hereafter adopted Law, to facilitate regulatory approval of the Transactions or the Merger, or to promote more advantageous Tax treatment for any party or any other Person with respect to any of the agreements, arrangements, understandings, purposes or effects contemplated by this Agreement; provided, however, that (i) there shall be no such change to any material provision of this Agreement after the Shareholder Approval; and (ii) without the consent of OCBB (which consent, in the case of clauses (B) and(C) below, shall not unreasonably be withheld), no amendment or restructure may be made that (A) would alter the kind, value or amount of the Merger Consideration, (B) would be reasonably expected to materially delay the receipt of any regulatory approval or other consent required to complete the Merger, or (C) otherwise cause any of the closing conditions set forth in Article 7 not to be capable of being fulfilled.
