Pre-Closing Restructuring Clause Samples
The Pre-Closing Restructuring clause outlines the steps and requirements for reorganizing a company's structure, assets, or liabilities before the completion of a transaction. Typically, this clause specifies which assets or business units must be transferred, spun off, or otherwise restructured, and may set deadlines or conditions that must be met prior to closing. Its core function is to ensure that the company being acquired or sold is in the agreed-upon form at closing, thereby aligning the transaction with the parties' expectations and mitigating risks related to unwanted assets or liabilities.
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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 Rest...
Pre-Closing Restructuring. (a) Notwithstanding anything to the contrary in this Agreement, the parties acknowledge and agree that (i) nothing in this Agreement shall prohibit or restrict (A) the transfer of ▇▇▇▇ Assets or ▇▇▇▇ Liabilities prior to (to the extent not inconsistent with the Pre-Closing Restructuring Plan or Separation Plan), at or after the Closing to any member of the Parent Group or (B) subject to Section 5.7, the transfer (by distribution or otherwise) of any cash or cash equivalents prior to the Closing, and (ii) prior to the Closing, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Entity, Parent and its Subsidiaries will (and will be authorized to take such actions as may be necessary to) implement the steps set forth on Schedule V (the “Pre-Closing Restructuring Plan” and, such actions, together with the actions required to be taken under the Separation Plan, the “Pre-Closing Restructuring”). Parent shall be entitled (x) to modify, amend or redesign the Pre-Closing Restructuring and (y) to amend Section 3.1 and Section 3.2(b) of the Parent Disclosure Schedule to reflect such modification, amendment or redesign or to reflect the steps taken in accordance with the Pre-Closing Restructuring; provided, (1) that Parent shall promptly notify Purchaser of any such proposed modification, amendment or redesign as promptly as reasonably practicable, (2) Purchaser shall have an opportunity to review and comment on any such proposed modification, amendment or redesign and (3) such modification, amendment or redesign shall not be implemented without Purchaser’s prior written consent (unless such modification, amendment or redesign is de-minimis in nature or would not reasonably be expected to result in any non-de-minimis increased cost or risk (including Taxes to Purchaser or any of its Affiliates (including, following the Closing, the Transferred Entities))) to Purchaser or any of its Affiliates, which consent shall not be unreasonably withheld, conditioned or delayed.
(i) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except as expressly set forth in this Agreement or to the extent required by applicable Law), and, for the avoidance of doubt, any agreements (the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or rece...
Pre-Closing Restructuring. The restructuring contemplated by Section 8.10 shall have been completed to the reasonable satisfaction of the Buyer.
Pre-Closing Restructuring. SLI currently owns all of the authorized capital stock of ASPECT, consisting of 668 ordinary shares of ASPECT Common Stock with a nominal value of NLG 1,000.00 per share. On or prior to closing Sylvan will cause all of the following to be completed: (1) ASPECT will purchase all of the issued and outstanding shares of Proxima, BV, a private limited liability company organized under Netherlands law; (2) the name of Proxima, BV shall be changed to "ASPECT International Language Schools II, B.V." (both Proxima, BV and ASPECT International Language Schools II, B.V., "ASPECT II"); (3) ASPECT will contribute all of its assets and liabilities to ASPECT II, which assets consist principally of the stock of certain Subsidiaries that are set forth in Schedule -------- 4.03 as being owned, fully or partially, by ASPECT; (4) ASPECT shall change its ---- name to a name that does not include "Aspect" or any derivative thereof and is not confusingly similar to "ASPECT International Language Schools" or any other Subsidiary of the Companies; and (5) appropriate registrations shall then be made in the Netherlands and the countries where these certain Subsidiaries are incorporated to effect the transactions contemplated by this Section 2.03 (all of the steps to the above-described restructuring transaction shall be collectively referred to herein as the "Restructuring"). -------------
Pre-Closing Restructuring. Prior to the Closing, Company shall cause (i) TRS NT-HCI, LLC to distribute 100% of its interests in each of NorthStar Healthcare Income Advisor, LLC and NorthStar Healthcare Income OP Holdings, LLC to Company LP, and (ii) Company LP to distribute 100% of such interests in each of NorthStar Healthcare Income Advisor, LLC and NorthStar Healthcare Income OP Holdings, LLC to Company (collectively, the “Pre-Closing Restructuring”). Company shall provide or cause to be provided to Parent drafts of any agreements, resolutions, certificates, amendments to Organizational Documents and other material documentation in connection with the Pre-Closing Restructuring reasonably in advance of effecting the Pre-Closing Restructuring, and will incorporate therein the reasonable comments of Parent. The Parties agree that the transactions described in this Section 2.7 shall result in Company LP being treated as a disregarded entity of Company for U.S. federal (and applicable state and local) Tax purposes. The consummation of the Pre-Closing Restructuring shall be contingent upon all of the conditions set forth in Article 8 having been satisfied (or, with respect to Section 8.2, waived) and receipt by Company of a written notice from Parent stating that ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub are prepared to proceed immediately with the Closing. Parent shall promptly upon request by Company, reimburse Company or Company Subsidiaries for all reasonable and documented out-of-pocket costs incurred by Company or the applicable Company Subsidiaries in connection with any actions taken by Company or Company Subsidiaries in accordance with this Section 2.7 (including reasonable fees and expenses of their Representatives). Parent and Merger Sub, on a joint and several basis, hereby agree to indemnify and hold harmless Company, the Company Subsidiaries, and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with or as a result of taking such actions in accordance with this Section 2.7; provided, however, that the foregoing indemnity shall not apply with respect to any losses arising out of or resulting from the bad faith, gross negligence, or willful misconduct by Company, Company Subsidiaries, or any of its or their respective Affiliates or Representatives. Without limiting the foregoing, none of the representations, warranties or covenants of Company s...
Pre-Closing Restructuring. Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, take such actions as are necessary to effectuate the restructuring set forth on Schedule 6.13 (the “Pre-Closing Restructuring”), and the Company shall cause the Pre-Closing Restructuring to be consummated prior to the earlier of (x) the launch of any consent solicitation, tender offer, exchange offer or change of control tender offer contemplated by Section 6.12 and (y) the commencement of the Marketing Period; provided that, prior to taking any action to effect such Pre-Closing Restructuring, the Company shall provide Parent a reasonable opportunity to review and comment on the Company’s proposed steps to effect such Pre-Closing Restructuring and the Company shall consult with, and consider any comments by, Parent in good faith prior to taking any action contemplated under this Section 6.13.
Pre-Closing Restructuring. Prior to the Closing, Owner shall take all actions reasonably necessary to effect the Pre-Closing Restructuring pursuant to documentation in form and substance reasonably satisfactory to Purchaser. Promptly following the Seller Formation, and in any event no later than at least one Business Day prior to the Closing Date, Owner shall cause Seller to execute and deliver to Purchaser a Joinder Agreement.
Pre-Closing Restructuring. The Company and the Cision Owner shall, and shall cause their respective Subsidiaries and Affiliates to, effectuate and consummate the Pre-Closing Restructuring prior to the Closing in accordance with the terms set forth on Schedule 1.01(a).
Pre-Closing Restructuring. The Pre-Closing Restructuring shall have been completed.
Pre-Closing Restructuring. AGM and AHL will reasonably cooperate between the date hereof and the Closing to analyze, develop and consider implementing a pre-Closing restructuring of AHL and its Subsidiaries to optimize the post-Closing efficiency and synergies of the combined operations of AGM and AHL.