Restructuring or sale of < Clause Samples

Restructuring or sale of <. <Service Provider> not a default (a) The restructuring or sale of <Service Provider> is not a default for the purposes of clause 15.1 if it is conducted as part of, in preparation for or otherwise to facilitate: (i) a restructure of all or part of <Service Provider>'s corporate group; or (ii) the establishment of ring fencing policies or procedures (or both) specified in or under the Access Laws. (b) The term "restructure" in clause 15.9(a) includes the division of <Service Provider> into two or more separate legal entities, and the assignment, sale or other transfer of all or part of <Service Provider>'s business or assets to one or more Related Bodies Corporate of <Service Provider>. (c) If <Service Provider> notifies <User> of its intent to effect a restructure as contemplated by this clause 15.9, then <User> agrees to co-operate to enter into the documentation reasonably required to give effect to the restructure, within the timeframe reasonably required by <Service Provider>. In the event that the restructure results in <Service Provider> transferring all or any part of its rights and obligations under this Haulage Contract to one or more Third Parties, then <User> will arrange for any existing security provided or to be provided under clause 16.2 to be replaced by equivalent security in favour of the relevant transferee(s). (d) Upon confirmation in writing from any transferee(s) that they have received replacement security in form and substance satisfactory to them as contemplated by clause 15.9(c), <Service Provider> will, within 5 Business Days, return bank guarantees with an equivalent face value to the amount replaced, provided that where <Service Provider> is to continue to provide part of the Haulage Services following the restructure, <User> will procure the substitution of the bank guarantees held by <Service Provider> with a bank guarantee for an amount determined by <Service Provider> in order to guarantee the resulting reduced amount.
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Restructuring or sale of <. Service Provider> not a default (a) The restructuring or sale of <Service Provider> is not a default for the purposes of clause 15.1 if it is conducted as part of, in preparation for or otherwise to facilitate: (i) a restructure of all or part of <Service Provider>'s corporate group; or (ii) the establishment of ring fencing policies or procedures (or both) specified in or under the Access Laws. (b) The term "restructure" in clause 15.9(a) includes the division of <Service Provider> into two or more separate legal entities, and the assignment, sale or other transfer of all or part of <Service Provider>'s business or assets to one or more Related Bodies Corporate of <Service Provider>. (c) If <Service Provider> notifies <User> of its intent to effect a restructure as contemplated by this clause 15.9, then <User> agrees to co-operate to enter into the documentation reasonably required to give effect to the restructure, within the timeframe reasonably required by <Service Provider>. In the event that the restructure results in <Service Provider> transferring all or any part of its rights and obligations under this Haulage ContractService Agreement to one or more Third Parties, then
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Related to Restructuring or sale of <

  • Consolidation, Merger or Sale of Assets Nothing in this Agreement shall preclude the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation which assumes this Agreement, and all obligations of the Company hereunder, in writing. Upon such consolidation, merger, or transfer of assets and assumption, the term "the Company" as used herein, shall mean such other corporation and this Agreement shall continue in full force and effect, subject to the provisions of Paragraph 6 hereof.

  • 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.

  • Consolidation, Merger or Sale In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

  • Restructuring 24.1 In the event that all or part of the work undertaken by the employee will be affected by the employer entering into an arrangement whereby a new employer will undertake the work currently undertaken by the employee, the employer will meet with the employee, providing information about the proposed arrangement and an opportunity for the employee to comment on the proposal, and will consider and respond to their comments. The employee has the right to seek the advice of their union or to have the union act on their behalf. 24.2 The employer will negotiate with the new employer, including whether the affected employees will transfer to the new employer on the same terms and conditions, and will include in the agreement reached with the new employer a requirement that the employee be offered a position with the new employer at the same or similar terms of employment. 24.3 Where the employee either chooses not to transfer to the new employer, or is not offered employment by the new employer, the employer will activate the staff surplus provisions of this agreement.

  • Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.