Closing of the Restructuring Sample Clauses

The 'Closing of the Restructuring' clause defines the formal completion of a restructuring transaction, marking the point at which all agreed changes, transfers, or reorganizations become effective. This clause typically outlines the specific conditions that must be satisfied before closing, such as regulatory approvals, delivery of necessary documents, or fulfillment of payment obligations. By clearly establishing when and how the restructuring is finalized, the clause ensures all parties understand their responsibilities and the exact moment when new arrangements take effect, thereby reducing uncertainty and potential disputes.
Closing of the Restructuring. (1) Determination of valuation of shareholder’s underlying assets for closing If any Existing Shareholders of Underlying Assets that have signed this Agreement fail to register the underlying assets they hold in the name of New Ruipeng Group or its wholly-owned subsidiary on or prior to the Closing Date, the Parties agree to calculate the valuation of the registered underlying assets in the Restructuring according to the proportion of the underlying assets registered in the name of New Ruipeng Group or its wholly-owned subsidiary on or prior to the Closing Date in the relevant underlying asset as set out under Articles 2.1 and 2.2 of this Agreement, and correspondingly calculate and adjust the valuation of the shareholders’ underlying assets upon closing and the shareholding proportion of the relevant Existing Shareholders of Underlying Assets in New Ruipeng Group. All the Existing Shareholders of Underlying Assets that have had their Underlying Assets registered in the name of New Ruipeng Group or its wholly-owned subsidiary shall hold the shares of New Ruipeng Group and be registered as shareholders according to the proportion of the valuation of their underlying assets registered in the name of New Ruipeng Group or its wholly-owned subsidiary in the valuation of the shareholders’ underlying assets upon closing (that is, the sum of the valuations of all the underlying assets that have been registered in the name of New Ruipeng Group or its wholly-owned subsidiary, “Valuation of the Shareholders’ Underlying Assets upon Closing”) (If all the Existing Shareholders of Underlying Assets have all their underlying assets registered in the name of New Ruipeng Group or its wholly-owned subsidiary, the Valuation of the Shareholders’ Underlying Assets upon Closing shall be RMB 8.4 billion). The number of shares of New Ruipeng Group shall be determined by Ruipeng Management Shareholders and ▇▇▇▇▇▇▇▇▇ Capital jointly in good faith and according to the common practices for similar transactions. If all the Existing Shareholders of Underlying Assets have all their underlying assets registered in the name of New Ruipeng Group or its wholly-owned subsidiary, the shareholding proportion of the Existing Shareholders of Underlying Assets in New Ruipeng Group is as set out in Annex 2.
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Closing of the Restructuring. Upon the terms and subject to the conditions contained in this Agreement and the schedules hereto (including, without limitation, approval by the Current Shareholders at meetings of the Company’s shareholders of all necessary resolutions relating to the Restructuring) on the Effective Date the Consenting Noteholders will exchange (directly or indirectly through the Restructuring Trustee) their claims against the Company, as applicable, for their pro-rata entitlement to Restructuring Shares.
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Closing of the Restructuring. The events set forth in Sections 2.7 and 2.8 will take place at the offices of Squire, Sanders & Dempsey L.L.P., 40 No▇▇▇ ▇▇▇tra▇ ▇▇▇▇ue, Suit▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇ ▇▇▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇CTURING CLOSING") on November 24, 1999, or at such other place or on such other date as the Purchaser and the Company may agree upon (such date on which the Restructuring Closing shall have actually occurred, the "RESTRUCTURING CLOSING DATE").
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Closing of the Restructuring. MRT shall deliver to PAN AMERICAN recordable assignments of any and all interests in the Properties as called for by Attachment A, and the parties shall execute such documentation as shall be reasonably necessary to effectuate the Restructuring, together with such other documentation as may be reasonably required to give effect to the foregoing. In addition, the following shall apply:
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Related to Closing of the Restructuring

  • 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.

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 ▇. ▇▇▇▇▇▇▇o ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ime, date or place is agreed to in writing by the parties hereto.

  • 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.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.