Restructuring Transactions Clause Samples
The Restructuring Transactions clause defines the terms and procedures governing any significant changes to a company's organizational or financial structure, such as mergers, acquisitions, or asset sales. It typically outlines the conditions under which such transactions can occur, the required approvals, and the obligations of the parties involved, such as providing notice or obtaining consent. This clause serves to protect the interests of all parties by ensuring transparency and predictability during major corporate changes, thereby minimizing disputes and uncertainty.
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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.
Restructuring Transactions. (a) The parties acknowledge that Smithfield and certain of its Affiliates undertook, or caused to be undertaken, prior to the date hereof, the Restructuring Transactions.
(b) Notwithstanding any other provision contained herein to the contrary, the parties agree that the undertaking by Smithfield or its Affiliates of the Restructuring Transaction, and the consummation thereof, did not cause and shall not be deemed to have constituted (i) a breach of any representation, warranty or covenant contained herein, (ii) a Material Adverse Effect, (iii) an Event of Default, or (iv) an Unmatured Event of Default.
Restructuring Transactions. Each Releasor understands, acknowledges, and agrees that this release is a full and final general release of all Released Claims, including those that could have been asserted in any legal or equitable proceeding against the Releasees. As a general release, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with and release of the Releasees. Each Releasor (and each Party on behalf of the applicable Releasors) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVE...
Restructuring Transactions. Section 5.05 is hereby amended and supplemented by adding the following at the end of Section 5.05: “After the Closing Date, the following terms and conditions shall apply to the procedures set forth in Section 4.3 of Schedule 5.05 for any Transferred Contracts (other than a Rail Car Lease Agreement) or Partially Transferred Contract that cannot be transferred to a member of the ▇▇▇▇▇▇ Group: (i) until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract, any material amendment of, or material modification to, such Transferred Contract or Partially Transferred Contract (including any material amendment or material modification required or necessary to obtain the consent of the counterparty to such Transferred Contract or Partially Transferred Contract) shall require the prior written approval of the Purchaser (such approval not to be unreasonably withheld, delayed or conditioned); (ii) until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract, the Seller will keep the Purchaser reasonably informed of any requests made by the counterparty to such Transferred Contract or Partially Transferred Contract to amend or modify the terms of such Transferred Contract or Partially Transferred Contract; (iii) until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract in accordance with terms hereof, the Seller shall perform its, or cause its Affiliates to perform their, obligations under such Transferred Contract or Partially Transferred Contract in accordance with the terms thereof and, in connection therewith, the Seller shall use commercially reasonable efforts to follow reasonable directions provided by the applicable member of the ▇▇▇▇▇▇ Group so long as such directions do not cause a breach of such contract (provided, that the Purchaser and the ▇▇▇▇▇▇ Holdcos shall, and shall cause the ▇▇▇▇▇▇ Subsidiaries to, be responsible for and indemnify the Seller and its Affiliates against all Losses arising from or relating to the Seller’s or its Affiliates’ compliance with this subsection (iii); and (iv) the Seller, the ▇▇▇▇▇▇ Holdcos and the Purchaser shall use commercially reasonable efforts to agree to commercially reasonable terms for purposes of effectuating the benefits and burdens of such Transferred Contract or Partially Transferred Contract.”
Restructuring Transactions. Seller shall have caused the Restructuring Transactions to be consummated pursuant to agreements in form and substance reasonably satisfactory to Buyer.
Restructuring Transactions. Nothing in this Article VII shall prohibit the Borrower and its Subsidiaries from consummating the Permitted Restructuring Transactions.
Restructuring Transactions. The Restructuring Transactions shall have been consummated;
Restructuring Transactions. Subject to and in accordance with the respective terms and conditions of this Agreement, effective as of the Initial Delivery Date (as defined in the Underwriting Agreement):
(a) WH Merger Sub shall merge with and into ▇▇ ▇▇, with ▇▇ ▇▇ surviving such merger as the surviving entity (the “WH Merger”), and each holder of membership interests in ▇▇ ▇▇ immediately prior to the WH Merger shall receive equivalent membership interests in WH Investment such that, following the WH Merger, ▇▇ ▇▇ is a wholly owned subsidiary of WH Investment and each holder of membership interests in ▇▇ ▇▇ immediately prior to the WH Merger is a holder of an equivalent membership interest in WH Investment;
(b) Simultaneously with the WH Merger, EQ Merger Sub shall merge with and into EQ II, with EQ II surviving such merger as the surviving entity (the “EQ Merger” and together with the WH Merger, the “Mergers”), and each holder of membership interests in EQ II immediately prior to the EQ Merger shall receive equivalent membership interests in EQ Investment such that, following the EQ Merger, EQ II is a wholly owned subsidiary of EQ Investment and each holder of membership interests in EQ II immediately prior to the EQ Merger is a holder of an equivalent membership interest in EQ Investment;
(c) Immediately following the WH Merger, WH Investment shall contribute, assign, transfer and deliver to WH Holdings 100% of the issued and outstanding membership interests in ▇▇ ▇▇ (the “WH Holdings Contribution”) such that, following the WH Holdings Contribution, ▇▇ ▇▇ is a wholly owned subsidiary of WH Holdings;
(d) Immediately following the EQ Merger, EQ Investment shall contribute, assign, transfer and deliver to EQ Holdings 100% of the issued and outstanding membership interests in EQ II (the “EQ Holdings Contribution”) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary of EQ Holdings;
(e) Simultaneously with the EQ Holdings Contribution, NGP XI shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% of the issued and outstanding membership interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings;
(f) Immediately following the WH Holdings Contribution, WH Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in ▇▇ ▇▇ and the Company shall issue to WH Holdings 21,2...
Restructuring Transactions. On or before the Effective Date, the Debtors may take any actions consistent with the Plan and the Confirmation Order, as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by or necessary to effectuate the Plan, including: (1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, reorganization, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree; (2) 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 and having other terms for which the applicable Entities may agree; (3) the execution, delivery, and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; and (4) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law in connection with the Plan (collectively, the “Restructuring Transactions”). The Confirmation Order shall, and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, contemplated by, or necessary to effectuate the Plan.
Restructuring Transactions. All of the Restructuring Transactions required to be consummated at or prior to the Closing pursuant to the Restructuring Framework Agreement (including Sections 1.1 through 1.6 thereof) and the other Transaction Documents shall have been consummated in accordance with the terms thereof. Without limiting the generality of the foregoing, ▇▇▇▇▇ ▇▇▇▇-Chin and any other Person holding any shares or other equity interests in Sino Music (other than UEC) shall have duly executed and delivered to CaymanCo a consent and waiver of right of first refusal or any other right that such Person may have with respect to the transfer of UEC’s shares in Sino Music to CaymanCo as contemplated by the Restructuring Framework Agreement, which shall be in form and substance satisfactory to the Company.