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. On or before the Effective Date, the applicable Debtors or the Reorganized Debtors shall enter into and shall take any actions as may be necessary or appropriate to effect the Restructuring Transactions, including as set forth in the Restructuring Transactions Memorandum. The actions to implement the Restructuring Transactions may include: (1) 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 that satisfy the applicable 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 Plan and having other terms for which the applicable parties agree; (3) the filing 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, including making filings or recordings that may be required by applicable law in connection with the Plan. 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. 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. (a) Prior to the Closing, Seller and its applicable Affiliates, at Seller’s sole cost and expense, shall take any and all actions necessary to effect the transactions contemplated by this Agreement, including (a) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability set forth on Section 5.19(a) of the Seller Disclosure Schedule from any Transferred Entity, on the one hand, to any member of the Seller Group (other than the Transferred Entities), on the other hand, and (b) conveying, transferring, assigning and delivering any asset or liability set forth on Section 5.19(b) of the Seller Disclosure Schedule from any member of the Seller Group (other than the Transferred Entities), on the one hand, to any Transferred Entity, on the other hand (the foregoing clauses (a) and (b) collectively, Closing, the “Seller Restructuring Transactions”), in each case pursuant to instruments of transfer in form and substance reasonably satisfactory to Purchaser and provided that Purchaser’s prior written consent shall be required for any action not set forth on Section 5.19 of the Seller Disclosure Schedule; provided, further, that Purchaser may not require Parent to change the steps contemplated by the Seller Restructuring Transaction.
(b) At the request of Purchaser and at Purchaser’s cost and expense, Seller and its applicable Affiliates shall use commercially reasonable efforts to take such actions as requested by Purchaser to allow the Essex Generating Station to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any of the other Facilities, including obtaining any required standalone permits and contracts. The Parties agree to, and to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take such actions as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the foregoing.
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. Seller shall have caused the Restructuring Transactions to be consummated pursuant to agreements in form and substance reasonably satisfactory to Buyer.
Restructuring Transactions. (a) Within one (1) Business Day following the Registration Statements being declared effective by the SEC, the Company shall commence the Exchange Offer. The Exchange Offer shall remain open for twenty (20) Business Days (as such term is defined in the Exchange Act) , subject to extension with the prior written consent of the Requisite Supporting Noteholders or as otherwise required by Applicable Law, provided, however, that ION shall have the unilateral right to extend the Exchange Offer one time for up to ten (10) Business Days.
(b) The Exchange Offer shall provide each holder of Existing Second Lien Notes Claims with the right to exchange each $1,000 of its Existing Second Lien Notes for the following:
(i) the Exchange Consideration; and
(ii) payment of all accrued and unpaid interest on the Existing Second Lien Notes through the Closing Date in cash.
(c) Each holder of Existing Second Lien Notes Claims that validly tenders or exchanges its Existing Second Lien Notes Claims in the Exchange Offer on or before the tenth (10th) Business Day (subject to extension with the prior written consent of the Requisite Supporting Noteholders or as otherwise required by Applicable Law) following the commencement of the Exchange Offer (the “Early Exchange Deadline”) shall be entitled to the Early Exchange Premium.
(d) The conversion price of the New Second Lien Convertible Notes shall be $3.00 per share (the “Conversion Price”).
(e) Each holder of Existing Second Lien Notes that elects to exchange Existing Second Lien Notes in the Exchange Offer shall exchange all Existing Second Lien Notes held by it, and shall include in its letter of transmittal in connection with the Exchange Offer a certification that such holder has exchanged all Existing Second Lien Notes held by it. All Existing Second Lien Notes exchanged in connection with the Exchange Offer shall be retired at Closing.
(f) The Company shall effect the Exchange Offer (i) pursuant to a registration statement filed under the Securities Act (together with any documents incorporated by reference therein and all exhibits thereto, the “Exchange Offer Registration Statement”) and the related prospectus (the “Exchange Offer Prospectus”) and, together with the Exchange Offer Registration Statement, the letter of transmittal and all amendments and supplements thereto and any documents or information incorporated by reference therein, the “Exchange Offer Documents”) and in compliance with the applicable provisions ther...
Restructuring Transactions. (a) Holdings shall use its reasonable best efforts to take, or cause to be taken, such actions as are necessary so that at the Effective Time: (i) the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and Sale, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to the Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing), and (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be consistent with the structure set forth in Exhibit B hereto. The transactions contemplated by this Section 5.4 are sometimes referred to herein as the “Restructuring Transactions”.
(b) The Restructuring Transactions shall be implemented in a manner that is consistent with the steps set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faith.
(c) In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consen...
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;