Internal Reorganization Clause Samples

Internal Reorganization. At or prior to the Effective Time, except for Transfers contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, the Parties shall complete the Internal Reorganization, including by taking the actions referred to in Sections 2.2(b) and 2.2(c) below.

Internal Reorganization. Prior to the Distribution Time, except for Transfers contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Distribution Time, the Parties shall complete the Internal Reorganization, including by taking the actions referred to in Sections 2.2(b) and 2.2(c) below.

Internal Reorganization. Prior to the Closing, Athena shall (or shall cause its Affiliates to) consummate the Internal Reorganization in accordance with the actions set forth in Exhibit B; provided, however, that: (x) so long as it could not reasonably be expected to have an adverse impact (other than a de minimis adverse impact) on any of the Sapphire Group Companies or any of the Group Companies, upon prior written notice to Sapphire, which notice will include a revised Exhibit B setting forth any such change to such actions in reasonable detail, Athena shall be permitted to consummate the Internal Reorganization in accordance with the actions set forth in such revised Exhibit B, and the provisions of this Agreement (and any Exhibit or Schedule hereto) shall apply mutatis mutandis; (y) if as a result of any change in applicable Law after the date of this Agreement, the consummation of the Internal Reorganization would reasonably be expected to result in a material adverse impact to Athena or any of its Subsidiaries, Athena shall not be required to consummate the Internal Reorganization provided in Exhibit B and the provisions of this Agreement (and any Exhibit or Schedule hereto) shall apply mutatis mutandis with the Company replacing NewCo for all purposes hereunder and thereunder; and (z) with respect to step 4 of the Internal Reorganization, Athena shall have absolute discretion to transfer to Newco any number or percentage of the Company Equity Interests, and Athena shall provide a 106 revised Exhibit B reflecting this choice, and the provisions of this Agreement (and any Exhibit or Schedule hereto) shall apply mutatis mutandis (with the applicable number or percentage of Newco Equity Interests replacing Purchased Company Equity Interests in respect of the Cash Transfer, and the applicable number or percentage of NewCo Equity Interests to ultimately be exchanged for Sapphire Equity Interests in the Merger to be adjusted accordingly) for all purposes hereunder and thereunder. For the avoidance of doubt, in the event that, pursuant to clauses (x), (y) or (z) of this Section 6.33, NewCo is not part of the Merger to be consummated at the Closing pursuant to the terms of this Agreement, NewCo shall not be deemed a Group Company for purposes of this Agreement and the exceptions and carveouts to the covenants and other restrictions set forth in this Agreement that apply to Contracts, transactions, arrangements or actions among Group Companies (including any exceptions and carve out...

Internal Reorganization. The Sellers and the Company shall, and shall cause their Subsidiaries to, effect and consummate the Internal Reorganization in substantial conformity with the Internal Reorganization Plan, which is incorporated by reference herein, prior to the Closing. From and after the Agreement Date until the Closing, (i) the Sellers and Parent shall cooperate in good faith to share information and consult with each other with respect to the actions and steps set forth in the Internal Reorganization Plan, (ii) the Sellers and the Company shall, and the Company shall cause its Subsidiaries, as applicable, to, take such actions and steps as are required to effect the Internal Reorganization in substantial conformity with the principles, terms, conditions and timeframes set forth on Exhibit G, except as otherwise permitted with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, or delayed), and (iii) without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, or delayed), neither the Sellers nor the Company shall take any action or step that is inconsistent in any material respect with the Internal Reorganization Plan. The Sellers and the Company shall keep Parent reasonably informed regarding material actions and documentation related to the Internal Reorganization prior to the implementation, execution or delivery thereof. Each of the Sellers and the Company shall, upon request by Parent, furnish Parent with all information reasonably requested in connection with the Internal Reorganization. The Sellers shall be responsible for and shall pay or cause to be paid in full, prior to the Closing, all third-party fees, costs, expenses, payments and expenditures arising out of or related to the Internal Reorganization, the implementation or completion thereof, including any termination, severance, notice or redundancy payments payable to Company Employees or other service providers, all termination fees, penalties and similar payments upon the termination of any Contracts with vendors, real estate leases and all other contractual arrangements, and any related fees, costs, expenses, Taxes, payments and expenditures of legal counsel, accountants and other advisors.

Internal Reorganization. Prior to the Distribution Effective Time, the Parties shall complete the Internal Reorganization, except for such steps (if any) as Biogen in its sole discretion shall have determined need not be completed or may be completed after the Distribution Effective Time; provided, however, that any such determination shall not limit the Parties’ respective obligations under Section 2.2(b).

Internal Reorganization. Except as provided in Section 2.2(b) and subject to the terms and conditions of this Agreement and effective as of the Business Transfer Time, to the extent not previously effected: (a) the Parties shall cause the Internal Reorganization to be completed, subject to Section 2.2(b), in all respects in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure, the “Step Plan”); (b) the Parties shall execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment and take such other corporate actions as are necessary to transfer to the SpinCo Group all of the right, title and interest to all SpinCo Assets and take all actions necessary to cause the SpinCo Group to assume all of the SpinCo Assumed Liabilities, in each case, in form and substance reasonably acceptable to Parent; (c) the Parties shall execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment and take such other corporate actions as are necessary to transfer to the Cogint Group all of the right, title and interest to all Cogint Assets, in each case, in form and substance reasonably acceptable to Parent; (d) the Parties shall execute and record with the United States Patent and Trademark Office the Trademark Assignment and take such other corporate actions as are necessary to transfer to SpinCo all of the right, title and interest to the COGINT name, trademarks and service marks, provided that if any such trademark, names or service marks may not be assigned at such time, the Parties shall enter into an exclusive, irrevocable, royalty-free license or make such other arrangements as may be reasonably necessary to provide SpinCo with the exclusive right to use such trademark, names or service marks until such Trademark Assignment may be so filed, at SpinCo’s sole expense; (e) in the event that at any time or from time to time (whether prior to, at or after the Business Transfer Time), any member of the Cogint Group or the SpinCo Group, respectively, is the owner of, receives or otherwise comes to possess any SpinCo Asset or Cogint Asset, as the case may be, or any SpinCo Assumed Liability that is allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement, the applicable Person shall promptly tra...

Internal Reorganization. At or prior to the Distribution Effective Time, to the extent not already completed, each of GPC and SpinCo shall, and shall cause their Affiliates to effect the Internal Reorganization.

Internal Reorganization. Buyer and the Company shall, and shall cause their respective Subsidiaries to, take all actions necessary to cause the transactions set forth on Section 7.03 of the Company Letter (the “Internal Reorganization”) to be completed prior to the Expiration Time in accordance with the terms and conditions set forth therein.

Internal Reorganization. Prior to the Distribution Date, except for the Transfers set forth on Schedule 2.2(a), the Internal Reorganization shall be completed.