The Restructuring Transactions Clause Samples
The Restructuring Transactions clause defines and governs the specific actions or series of actions that constitute a restructuring event within the context of an agreement. It typically outlines what types of transactions—such as mergers, asset sales, debt reorganizations, or equity exchanges—are considered part of the restructuring, and may set forth the procedures, approvals, and notifications required for these transactions to proceed. By clearly delineating what qualifies as a restructuring transaction, this clause ensures all parties have a shared understanding of the events that may trigger certain rights, obligations, or consequences under the contract, thereby reducing ambiguity and potential disputes.
The Restructuring Transactions. (a) Immediately following the effectiveness of the Duke Conversion, Duke Power LLC may, and may cause its subsidiaries to, effect the transactions set forth on Section 1.03(a) of the Duke Disclosure Letter (as defined in Section 3.02(a)).
(b) Immediately following the consummation of the transactions set forth on Section 1.03(a) of the Duke Disclosure Letter, Duke Power LLC may distribute to the Company the membership interests in Duke Capital (the "Duke Capital Transfer"). Following the Duke Capital Transfer, Duke Capital will be a direct wholly-owned subsidiary of the Company.
(c) Immediately following the effectiveness of the Duke Capital Transfer, the Company may cause Duke Capital to effect the transactions set forth on Section 1.03(c) of the Duke Disclosure Letter (the Duke Conversion, the Duke Capital Transfer and the transactions set forth on Section 1.03(a) and Section 1.03(c) of the Duke Disclosure Letter are referred to herein as the "Restructuring Transactions"). Duke shall provide prior notice to Cinergy of any Restructuring Transactions it proposes to effect. Immediately after the Duke Effective Time, all shares of Company Common Stock owned by Duke shall be cancelled.
The Restructuring Transactions. On the terms and subject to the conditions set forth in this Agreement, at or prior to the Reclassification Effective Time:
(a) the Parties shall, and shall cause each of the members of their respective Groups to, consummate the restructuring transactions set forth on Exhibit 1.01 to this Agreement;
(b) IAC shall, and shall cause those members of its Group that will be members of the New IAC Group following the Mandatory Exchange Effective Time to, and Match shall, and shall cause those members of its Group that will not be members of the New Match Group following the Mandatory Exchange Effective Time to, contribute, assign, transfer, convey and deliver to the applicable Persons that will be members of the New Match Group, and each of IAC and Match shall cause such members of the New Match Group to accept from the transferors all of the transferors’ respective direct or indirect right, title and interest in and to any Contracts that are New Match Assets not otherwise directly or indirectly contributed, assigned, transferred, conveyed or delivered to the members of the New Match Group pursuant to the transactions set forth on Exhibit 1.01 to this Agreement;
(c) Match shall, and shall cause those members of its Group that will be members of the New Match Group following the Mandatory Exchange Effective Time to, and IAC shall, and shall cause those members of its Group that will not be members of the New IAC Group following the Mandatory Exchange Effective Time to, contribute, assign, transfer, convey and deliver to the applicable Persons that will be members of the New IAC Group, and cause such members of the New IAC Group to accept from the transferors all of the transferors’ respective direct or indirect right, title and interest in and to any Contracts that are New IAC Assets not otherwise directly or indirectly contributed, assigned, transferred, conveyed or delivered to the members of the New IAC Group pursuant to the transactions set forth on Exhibit 1.01 to this Agreement (collectively, the transactions set forth in clauses (a) through (c), the “Restructuring Transactions”, and the time at which such Restructuring Transactions are completed, the “Restructuring Effective Time”).
The Restructuring Transactions. On the Effective Date, the Debtors or the Reorganized Debtors, as the case may be, may take such actions, in their sole discretion, including as set forth below, as are necessary or appropriate to effect the Merger in accordance with the terms of the Merger Agreement and the Plan. Such actions shall include:
(1) Dex One merging with and into Newdex, with Newdex surviving the merger;
(2) immediately thereafter, Spruce Acquisition Sub, Inc. merging with and into SuperMedia, with SuperMedia surviving the merger as a wholly owned subsidiary of Newdex;
(3) immediately thereafter, only if the Option set forth in Section 4.16(b) is exercised, the distribution of stock in accordance with Section 4.16(b); and
(4) immediately thereafter, the entry into, delivery of and effectiveness of the Amended and Restated Credit Agreements and the other Amended and Restated Credit Documents contemplated to be effective or delivered on the Effective Date.
The Restructuring Transactions. In computing the amount of Restricted Payments previously made for purposes of clause (C) of the first full paragraph of this Section 4.08, Restricted Payments made under the preceding clauses (v) and (vi) shall be included and those under clauses (i), (ii), (iii), (iv), and (vii) shall not be so included.
The Restructuring Transactions. Simultaneously with the execution of this Agreement, the following transactions are being effected (it being understood and agreed by the Parties that the effectiveness of each such transaction shall be conditioned upon the substantially simultaneous consummation of the other transactions set forth in Section 1 of this Agreement and the satisfaction of each of the conditions set forth in Section 2 of this Agreement) (the "Closing"):
The Restructuring Transactions. TWCI and each Affiliate agree to take, and to cause its respective subsidiaries and affiliates to take, all appropriate action to do all things necessary, proper or advisable under applicable law or otherwise to consummate and to make effective the Transactions as promptly as practicable, including finalizing, executing and delivering at Closing each of the Ancillary Documents necessary or desirable to effectuate each of the Transactions, in each case as further described below.
The Restructuring Transactions. Cayman Proceedings In accordance with the Milestones set forth in the RSA, by no later than October 31, 2020 (the “Petition Date”), the Debtors will commence their Chapter 11 Cases in the Bankruptcy Court. Substantially simultaneously with the Petition Date, PDCL will be placed in a parallel insolvency proceeding in a court of competent jurisdiction in the Cayman Islands (the “Cayman Proceedings”) in order to effectuate and gain recognition of the Restructuring Transactions in the Cayman Islands, with the Cayman Restructuring Documents being acceptable to the Required Consenting First Lien Creditors as provided in the RSA. PDSA In connection with the consummation of the Restructuring Transactions under the Plan, PDSA will terminate its registration under the Securities Exchange Act of 1934, as amended, and cause its common stock to no longer be listed on the New York Stock Exchange.If legal title to all Existing Beneficial Lux Interests is transferred to an estate representative, the estate representative shall be authorized and directed to take certain actions to dissolve PDSA under the laws of the Grand Duchy of Luxembourg and obtain a discharge of duties on behalf of PDSA’s board of directors. If legal title to all Existing Beneficial Lux Interests is transferred to a Reorganized Debtor, such Reorganized Debtor shall be authorized and directed to take the following actions: (a) amend the applicable new organizational documents to reduce the number of directors and (b) discharge the existing directors. Reorganized PDC On the Plan Effective Date, Reorganized PDC will issue the New Reorganized PDC Equity and the New 2L Warrants as contemplated by this Term Sheet, the RSA and the Plan.On the Plan Effective Date, Reorganized PDC shall issue all instruments, certificates, and other documents required to implement the Exit Facility. Governance The corporate governance documents relating to Reorganized PDC shall be on the terms set forth on Exhibit C hereto (the “Governance Term Sheet”) and such other terms as determined by the Required Consenting First Lien Creditors, after consultation in good faith with the Company Parties and with the Required Consenting Second Lien Creditors. Exemption from SEC Registration The issuance of all securities, including the New Reorganized PDC Equity and the New 2L Warrants (including the New Reorganized PDC Equity issuable upon the exercise thereof), outstanding in connection with the Plan will be exempt from SEC registration...