Right to Restructure Sample Clauses

Right to Restructure. Subject to Section 15.3, the General Partner shall have the right to restructure the interests in the Partnership and/or its Subsidiaries to address legal, tax or other regulatory concerns.

Right to Restructure. (a) Back-leveraging. So long as the Equipment Notes have been repaid in full, the Owner Participant will be permitted to grant a security interest in the Lease or "back-leverage" the transaction to a third party, provided that (i) no such grant or "back-leveraging" will require any participation by the Lessee, (ii) such third party agrees to 57 AA-Boeing EETC-Leased Aircraft Participation Agreement preserve the Lessee's quiet enjoyment of the Aircraft, (iii) the Owner Participant pays all reasonable expenses of the other parties to the Operative Documents in connection with such grant or "back-leveraging", (iv) such grant or "back-leveraging" does not violate the Securities Act or any other law, as the case may be, or require registration under the Securities Act or, without the Lessee's consent (such consent not to be unreasonably withheld), involve a Rule 144A/Reg S or other capital markets transaction, (v) none of the obligations, liabilities and risks of the Lessee in the use and operation of the Aircraft or under or in respect of the Lease shall be increased, and none of the Lessee's rights and benefits in respect thereof shall be diminished, as a result of any such grant or "back-leveraging", and the Owner Participant agrees to indemnify the Lessee for any such adverse consequences resulting from such grant or "back-leveraging", (vi) the Owner Participant pays any Make-Whole Amount resulting from the redemption of the Equipment Notes and (vii) such transaction is permitted under the Indenture.

Right to Restructure. Upon the election in writing of a Majority Interest, the Company may be reorganized or converted to one or more other entities (collectively, the “Continuing Company”) by such means (including, without limitation, merger or consolidation or other business combination, transfer of all or a part of the Company’s assets and/or transfer or exchange of the Members’ respective Units) as a Majority Interest may reasonably select if the a Majority Interest determines that such a restructuring is necessary or desirable to improve tax efficiency for the Company and its subsidiaries taken as a whole, facilitate raising capital for the business of the Company and its subsidiaries, or for any other appropriate purpose (a “Restructuring”); provided that best efforts shall be used to (i) cause any Restructuring to be a tax free transaction under the Code, and (ii) to ensure, if applicable, that the equity interests of the Continuing Company issued to the Members in exchange or replacement of the Units of the Company held thereby prior to the Restructuring shall have substantially the same rights, preferences and obligations (including vesting terms, voting rights, transfer restrictions, treatment upon a Capital Transaction or Approved Sale, and the like). In furtherance of the foregoing, each Member agrees (i) to vote all Units at any meeting of Members (or consent pursuant to a written consent in lieu of such meeting) in favor of such Restructuring, and to raise no objections against the Restructuring or the process pursuant to which the Restructuring was arranged, (ii) to waive any and all dissenters’, appraisal or similar rights with respect to such Restructuring, (iii) if the Restructuring is structured as a sale of equity securities by the holders of the Units, to sell the Units then owned by such Member on the terms and conditions of such Restructuring, and (iv) that, to the maximum extent applicable, the provisions of Sections 10.5(b) through 10.5(e) shall apply, mutatis mutandis, to a Restructuring as though it were an Approved Sale subject to the provisions of Section 10.5.