Canadian Restructuring Sample Clauses

The Canadian Restructuring clause defines the procedures and rights of parties in the event that a party undergoes a restructuring process under Canadian insolvency or bankruptcy laws. Typically, this clause outlines how obligations, payments, or contracts may be affected if a party seeks protection or reorganization under statutes such as the Companies' Creditors Arrangement Act (CCAA) or the Bankruptcy and Insolvency Act (BIA). For example, it may specify whether certain agreements can be terminated, modified, or remain in force during the restructuring. The core function of this clause is to provide clarity and predictability for all parties regarding their rights and obligations if a Canadian restructuring event occurs, thereby managing legal and financial risks associated with insolvency proceedings.
Canadian Restructuring. ▇▇▇▇▇▇▇ shall contribute a portion of its ----------------------- capital stock in ▇▇▇▇▇▇▇ Purina Canada Inc. ("RP Canada") to Energizer so that the number of shares of RP Canada stock owned by Energizer, when combined with the number of shares of RP Canada stock owned by EII, will reflect, on a combined stock ownership basis, an interest in RP Canada equal to the appraised value of the Battery Business conducted by RP Canada. EII and Energizer will form a new Canadian corporation, Energizer Canada Inc., and will each transfer all of their stock in RP Canada to Energizer Canada Inc. in exchange for Energizer Canada Inc. common stock of proportionate value. RP Canada will transfer the Assets and Liabilities of the Battery Business conducted by it to Energizer Canada Inc. in exchange for all of the issued and outstanding preferred stock in Energizer Canada Inc. RP Canada will then issue a note to Energizer Canada Inc. in complete redemption of the RP Canada common stock held by Energizer Canada Inc., and Energizer Canada Inc. will issue to RP Canada a note of equal value in redemption of the Energizer Canada Inc. preferred stock held by RP Canada. The two notes will then be offset against one another and each cancelled. ▇▇▇▇▇▇▇ will thereupon own all of the stock of RP Canada, which will conduct only the ▇▇▇▇▇▇▇ Business, and EII and Energizer will in the aggregate own all of the stock of Energizer Canada Inc., which will conduct only the Battery Business.
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Canadian Restructuring. The Company shall, and shall cause the Canadian Subsidiaries to, and the Canadian Subsidiaries shall, effect a restructuring of the Canadian Subsidiaries on terms substantially similar to the Restructuring of the Company and its Subsidiaries contemplated hereby, as more fully described in Exhibit G.
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Canadian Restructuring. SPAC shall have received evidence, reasonably acceptable to SPAC, that the Canadian Restructuring shall have been completed.
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Canadian Restructuring. Agribrands shall form a new wholly-owned ---------------------- subsidiary, Newco Canada. Agribrands shall contribute capital to Newco Canada in an amount sufficient to purchase, and shall cause Newco Canada to purchase, all of the assets and liabilities associated with the portion of the Agribusiness owned and conducted by ▇▇▇▇▇▇▇ Purina Canada Inc., as set forth on Schedule 2.01(b). The purchase price shall be equal to the Fair Market Value of such assets.
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Canadian Restructuring. 39 Section 4.15 Performance Escrow Agreement...................................................................39 Section 4.16 Icahn DIP Facility.............................................................................39 Section 4.17 Transfer of Owned Real Estate..................................................................39
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Canadian Restructuring. Prior to the Closing Date, (i) the Company shall cause AFSI to adopt the Plan of Liquidation and (ii) the Company shall cause AFSI to distribute the capital stock of Avco D.C. Corporation and the capital stock of AFS Corporation to the Company pursuant to the Plan of Liquidation. Parent shall file a protective election under Treasury Regulation section 1.1502-13(f)(5)(ii) with respect to the deemed liquidation of Avco D.C. Corporation and AFS Corporation resulting from the election under section 338(h)(10) of the Code in the manner prescribed by Treasury Regulation section 1.1502-13(f)(5)(ii)(E).
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Canadian Restructuring. After the execution of the Underwriting Agreement, but prior to the Effective Time, the following transactions, loans, distributions and contributions shall be completed in the order set forth below.
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Canadian Restructuring. ▇▇▇▇▇▇▇ shall contribute a portion of its ----------------------- capital stock in ▇▇▇▇▇▇▇ Purina Canada Inc. ("RP Canada") to Energizer so that the number of shares of RP Canada stock owned by Energizer, when combined with the number of shares of RP Canada stock owned by EII, will reflect, on a combined stock ownership basis, an interest in RP Canada equal to the appraised value of the Battery Business conducted by RP Canada. EII and Energizer will form a new Canadian corporation, Newco 5, and will each transfer all of their stock in RP Canada to Newco 5 in exchange for Newco 5 common stock of proportionate value. RP Canada will transfer the Assets and Liabilities of the Battery Business conducted by it to Newco 5 in exchange for all of the issued and outstanding preferred stock in Newco 5. RP Canada will then issue a note to Newco 5 in complete redemption of the RP Canada common stock held by Newco 5, and Newco 5 will issue to RP Canada a note of equal value in redemption of the Newco 5 preferred stock held by RP Canada. The two notes will then be offset against one another and each cancelled. ▇▇▇▇▇▇▇ will thereupon own all of the stock of RP Canada, which will conduct only the ▇▇▇▇▇▇▇ Business, and EII and Energizer will in the aggregate own all of the stock of Newco 5, which will conduct only the Battery Business.
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Canadian Restructuring. Purchase of Niska II Interest 9 Section 2.3 Cancellation of Note B 9 Section 2.4 Contribution of Note A-1 and Note A-2 to Niska II Holdings 9 Section 2.5 Distribution of the Gas Storage Canada GP Interests 9
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Related to Canadian Restructuring

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Restructuring 24.1 In the event that all or part of the work undertaken by the employee will be affected by the employer entering into an arrangement whereby a new employer will undertake the work currently undertaken by the employee, the employer will meet with the employee, providing information about the proposed arrangement and an opportunity for the employee to comment on the proposal, and will consider and respond to their comments. The employee has the right to seek the advice of their union or to have the union act on their behalf. 24.2 The employer will negotiate with the new employer, including whether the affected employees will transfer to the new employer on the same terms and conditions, and will include in the agreement reached with the new employer a requirement that the employee be offered a position with the new employer at the same or similar terms of employment. 24.3 Where the employee either chooses not to transfer to the new employer, or is not offered employment by the new employer, the employer will activate the staff surplus provisions of this agreement.

  • Pre-Closing Restructuring (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings.

  • Investments, Acquisitions, Loans and Advances The Borrower shall not, nor shall it permit any Subsidiary to (i) directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real property, or any loans, advances, lines of credit, mortgage loans or other financings (including pursuant to sale/leaseback transactions) to any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment in Cash Equivalents; (b) investments existing or contemplated on the date hereof and listed on Schedule 8.8 hereto; (c) investments in derivatives and h▇▇▇▇▇ made in the ordinary course of the such Person’s business in connection with managing risk for which the Borrower, any Guarantor or any Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreements; (d) investments in Permitted Acquisitions; (e) investments by the Borrower in one or more Guarantors or by a Guarantor in the Borrower or one or more other Guarantors; (f) investments in Mortgage Receivables not to exceed $5,000,000 in the aggregate; (g) investments in marketable securities available for sale; or (h) any other investments otherwise approved by the Required Lenders. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value (as defined in GAAP) thereof, and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

  • Credit Facility (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.