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) 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 Pre-Closing Restructuring shall have been completed.
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"). ------------- <PAGE> ARTICLE III ----------- CLOSING Section 3.01.
Pre-Closing Restructuring. The Seller Parties shall cause the Pre-Closing Restructuring to be completed as soon as reasonably practicable after the execution of this Agreement but in no event later than immediately prior to the Closing as contemplated by Schedule A hereto. Sellers shall keep Buyers reasonably informed as to the Pre-Closing Restructuring, shall consider in good faith revisions to Schedule A as reasonably requested by Buyers in writing and shall provide Buyers with the opportunity to review and comment on the documentation relating to the Pre-Closing Restructuring, which documentation shall be in form and substance reasonably acceptable to Buyers.
Pre-Closing Restructuring. Westside shall contribute, transfer, assign, convey and deliver to GP Holdings, and GP Holdings shall receive, acquire and accept all of the membership interest in the GP (the “Pre-Closing Restructuring”).
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. Prior to the Closing Date, Seller shall cause the applicable Company Group members to undertake the following actions: (a) Birmingham Southern Railroad Company shall declare an in-kind dividend, in the form of all of the issued and outstanding equity securities of WGN (the “WGN Equity”), to the Company, as its sole shareholder and (b) the Company shall declare an in-kind distribution in the form of the WGN Equity to Seller, as its sole member. For the avoidance of doubt, any intercompany accounts or agreements between WGN, on the one hand, and the Company Group members, on the other hand, shall be settled or terminated prior to Closing, pursuant to Section 5.09.
Pre-Closing Restructuring. The restructuring contemplated by Section 8.10 shall have been completed to the reasonable satisfaction of the Buyer.
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. To the extent reasonably requested by the Buyer, prior to the Closing, the Company shall transfer designated Company assets to newly formed subsidiaries (domestic or foreign). All such transfers and the establishment of such subsidiaries, and in the event that the Closing does not occur, all costs and expenses of unwinding such transfers, shall be at the Buyer’s sole expense and the Buyer shall promptly reimburse the Company for any such expenses. Without limiting the foregoing, the Buyer shall indemnify and hold harmless the Company from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by it in connection with the performance of its obligations under this Section 6.12.