The Reorganisation Sample Clauses
The Reorganisation clause defines the terms and procedures that apply if one of the parties undergoes a structural change, such as a merger, acquisition, or corporate restructuring. Typically, this clause outlines the obligations of the affected party to notify the other party, and may specify whether the agreement continues, is assigned, or can be terminated as a result of the reorganisation. Its core function is to provide clarity and predictability in the event of significant corporate changes, ensuring that both parties understand their rights and obligations if such an event occurs.
The Reorganisation. The assets injected into the Target Company pursuant to the Reorganisation comprise all the assets necessary for the carrying on of the business carried on by the Target Company in the manner it is presently conducted and the liabilities assumed by the Target Company pursuant to the Reorganisation represent the only liabilities of the Target Company and are fully, fairly and accurately provided for in the Accounts.
The Reorganisation. 2.1 The disclosure of the Reorganisation set forth in the section headed “History, Reorganization and Corporate Structure” in the Prospectus is true and accurate in all material respects. Each step of the Reorganisation was effected in compliance with all applicable Laws of all applicable jurisdictions and with the memoranda and articles of association/bye-laws (or equivalent constitutive documents) of the relevant Group Company.
2.2 Neither the Reorganisation nor its implementation nor any of the documents signed or executed in connection therewith:
2.2.1 resulted or will result in a breach of any applicable Laws or of the terms or provisions of, or in the case of the Company, its Articles of Association (or its articles of association at the time) or, in the case of any Subsidiary, its constitutive documents and/or business licences, or in the case of any Warranting Shareholder that is corporation, its constitutive documents; or
2.2.2 resulted or will result in a breach of, or constituted or will constitute a default under, any indenture, mortgage, charge, trust, lease, agreement, instrument or obligation to which the Company, any Subsidiary or any Warranting Shareholder was or is a party or by which the Company, any Subsidiary or any Warranting Shareholder or any of their respective assets was or is bound and which will result in a Material Adverse Effect; or
2.2.3 resulted or will result in a breach of any Laws or Approvals to which the Company, any Subsidiary or any Warranting Shareholder was or is subject or by which the Company, any Subsidiary or any Warranting Shareholder or any of their respective assets was or is bound and which will result in a Material Adverse Effect; or
2.3 Each of the parties to the restructuring documents in relation to the Reorganisation has requisite power (corporate and other) to execute, deliver and perform such documents and has duly authorised, executed and delivered such documents. Each of such documents constitutes a legal, valid and binding agreement, enforceable against each of the parties thereto in accordance with its terms.
2.4 The Reorganisation has been legally implemented and completed. Except as disclosed in the Prospectus and to the best knowledge of the Warrantors after due and careful enquiry, there are no legal or administrative or other proceedings pending anywhere challenging the effectiveness or validity of the Reorganisation or any of the restructuring documents in relation to the Reorganisation and ...
The Reorganisation. (a) has been carried out, to the extent applicable, in accordance with the constitutional documents of both Resaca LP and the Company and all applicable laws and the Company has made all necessary filings with the relevant authorities; and
(b) has not resulted in, and will not with the lapse of time result in:
(i) the Company or Resaca LP being, or having been, in default under any agreement, arrangement or undertaking to which either of them are or were a party or of any other obligations or restrictions binding upon either of them;
(ii) the invalidity, or grounds for rescission, avoidance or termination, of any agreement or other transaction to which the Company is, or Resaca LP was, a party; or
(iii) any Encumbrance over any asset of Resaca LP or the Company crystallising or becoming enforceable or any present or future indebtedness of the Company becoming due and payable prior to its stated maturity.
The Reorganisation comprises the transfer by iGATE India of the business and assets or contracts and employees of the United Kingdom branch of iGATE India to iGATE UK at fair market value for cash;
The Reorganisation. (a) The property and other assets transferred into a Target Company pursuant to the Reorganisation comprise all the assets necessary for the carrying on of the business carried on or to be carried on by such Target Company in the manner it is presently conducted and the liabilities assumed by a Target Company pursuant to the Reorganisation represent the only liabilities of such Target Company and are fully, fairly and accurately provided for in the Financial Statements.
(b) The events and transactions contemplated by the Reorganisation do not contravene any provision of applicable law, rule or regulation and do not contravene the Articles of Association, other constitutional documents or the business licences of any Target Company, or contravene the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument binding upon any Target Company that, singly or in the aggregate, is material to any Target Company, or any judgement, rule or regulation, order or decree of any governmental body, agency or court having jurisdiction over any Target Company and will not result in the creation or imposition of any Encumbrance or other restriction upon any assets of any Target Company.
(c) All consents, approvals, authorisations, orders, registrations and qualifications required in the PRC in connection with the events and transactions contemplated by the Reorganisation have been (or will by Completion have been) made or unconditionally obtained in writing (including, without limitation, all PRC Relevant Governmental Approvals), and no such consent, approval, authorisation, order, registration or qualification has been withdrawn or is subject to any condition precedent which has not been fulfilled or performed.
(d) There are no legal or government proceedings pending against any of the Target Companies in the PRC challenging the effectiveness or validity of the events and transactions contemplated by the Reorganisation and, to the best knowledge of the Vendor, no such proceedings are threatened or contemplated by any governmental agencies in the PRC or elsewhere.
The Reorganisation. 9.1 Subject to clause 9.3, the Sellers shall, and shall procure that each member of the Target Group and the Sellers’ Group shall, use their respective reasonable endeavours to complete the Reorganisation (to the extent not already completed prior to the date of this Agreement and subject to any Step Changes that the Sellers are permitted to effect in accordance with the following provisions of this clause 9) during the period from the date of this Agreement up to Completion in all material respects in accordance with the Separation Plan.
9.2 If the Sellers’ Representative reasonably determines that some part of the Reorganisation has not been fully implemented prior to Completion, the Buyers shall procure that each member of the Target Group (at the relevant Seller’s cost) takes all such steps, does all such acts and things, provides all such assistance and executes any and all such documents as the Sellers’ Representative determines are reasonably required to complete that part of the Reorganisation.
9.3 Subject to the Sellers’ Representative’s rights under clause 9.2, if the Buyers’ Representative reasonably determines that some part of the Reorganisation which has not been fully implemented prior to Completion should instead be implemented after Completion, the Sellers shall procure that any relevant member of the Sellers’ Group (at the relevant Seller’s cost) takes all such steps, does all such acts and things, provides all such assistance and executes any and all such documents as the Buyers’ Representative determines are reasonably required to complete that part of the Reorganisation.
9.4 If the Sellers wish to make any material change to the steps whether before or after Completion contemplated by the Separation Plan or the timing of those steps (any such change, a “Step Change”):
(a) the Sellers’ Representative shall notify the Buyers’ Representative of the Step Change at least ten Business Days prior to taking any act or making any omission in connection with the Step Change and provide all information reasonably requested by the Buyers’ Representative in respect of that Step Change, the reason for it and its potential implications;
(b) if the Sellers’ Representative, acting reasonably and after taking into account any representations made by the Buyers’ Representative within ten Business Days after the Buyers’ Representative receives notice given in accordance with clause 9.4(a) or (if later) within 10 Business Days after the Sellers’ Representa...