Internal Restructure Clause Samples

The Internal Restructure clause defines the rights and procedures for a party to reorganize its internal corporate structure without breaching the agreement. This typically covers actions such as mergers, consolidations, or transfers of assets among affiliates, provided that the ultimate control or beneficial ownership does not change. By clarifying that such internal changes are permitted, the clause ensures operational flexibility for the parties while maintaining the integrity of the contractual relationship.
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Internal Restructure. (a) Subject to the consent of the Board in accordance with Article VI, at any time on or after the date of this Agreement, the Company may effect an Internal Restructure on such terms as the Board in the exercise of its reasonable discretion deems advisable and consistent with the provisions set forth in the following sentence. Each Member agrees that it will consent to and raise no objections to an Internal Restructure; provided that (i) the Internal Restructure is undertaken in a manner that results in the Members continuing to have substantially the same direct or indirect ownership of the Company or surviving entity as owned by the Members prior to the Internal Restructure, (ii) the Internal Restructure substantially preserves the relative economic interests, preferences, priorities and designations of the Members in the Company or any entity that succeeds to the Company in such Internal Restructure transaction and (iii) the Internal Restructure would not result in the imposition of any greater individual liability on the Members for the debts, obligations, or liabilities of the Company or for the contribution of capital to the Company or surviving entity. Each Member hereby agrees that it will execute and deliver all agreements, instruments and documents as are required, in the reasonable judgment of the Board to be executed by such Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with such Internal Restructure, the terms and provisions of this Agreement, including those provisions granting the Board authority to manage the affairs of the Company, granting certain Persons the right to nominate and cause the election of Managers, governing transfers of interests in the Company or other equity securities and indemnification. (b) The Members acknowledge that an Internal Restructure may be undertaken in connection with other events, such as a Public Offering of the Company, an acquisition of another business or entity or the sale of equity in the surviving entity to other Persons and, if so determined by the Board, such Internal Restructure shall be deemed completed immediately before any such event. (c) The Members acknowledge that, to engage in an initial Public Offering, it may be necessary or advisable for the Company to merge or convert into a corporation (a “Conversion”). Accordingly, if the Board determines it to be in the best interests of the Company to engage in an initial Public Offerin...
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Internal Restructure. Holdings and each Holdings Member that is a party hereto hereby agree that Section 8.3 of the Holdings LLC Agreement will apply to the transactions set forth in this Agreement so that each Holdings Member will be required to support, vote in favor of, waive all dissenters’ and appraisal rights with respect to and execute and deliver all documents reasonably requested by Holdings to effect the transactions contemplated herein. Pursuant to the Class B Holder Consent, the Majority Class B Holders have also agreed to the matters described in this Section 2.1.
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Internal Restructure. The Board may cause the Company to effect an Internal Restructure on such terms as the Board reasonably deems advisable, subject to the terms hereof. In connection with any such Internal Restructure, each Member agrees that it will, and will cause its Affiliates to, and the Company shall, do all things reasonably requested by the Board in connection therewith. In connection with any such Internal Restructure, (i) the organizational documents of the reorganized Entity shall provide that the rights and obligations of the Members hereunder shall continue to apply substantially in accordance with the terms hereof, except to the extent the Members otherwise agree in writing, and (ii) each Membership Interest shall (effective upon and subject to the consummation of such reorganization) convert into equity securities of the reorganized Entity and shall be allocated among the Members, such that each Member shall receive equity securities in the reorganized Entity with substantially similar economic rights as such Member’s former Membership Interests.
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Internal Restructure 
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Related to Internal Restructure

  • Internal Resolution With respect to all disputes arising between the Parties under this Agreement, including, without limitation, any alleged breach under this Agreement or any issue relating to the interpretation or application of this Agreement, if the Parties are unable to resolve such dispute within thirty (30) days after such dispute is first identified by either Party in writing to the other, the Parties shall refer such dispute to the Chief Executive Officers of the Parties for attempted resolution by good faith negotiations within thirty (30) days after such notice is received.

  • Internal Review The Borrower shall conduct internal reviews to determine the value of all Eligible Portfolio Investments at least once each calendar week which shall take into account any events of which the Borrower has knowledge that adversely affect the value of any Eligible Portfolio Investment (each such value, an “Internal Value”).

  • Internal Revenue Code The term “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

  • Internal References Unless the context indicates otherwise, references to Articles, Sections and paragraphs shall refer to the corresponding articles, sections and paragraphs in this Agreement and references to the parties shall mean the parties to this Agreement.

  • Section 409A of the Internal Revenue Code It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.