Support for the Restructuring Sample Clauses

The "Support for the Restructuring" clause obligates parties to actively assist and cooperate in the implementation of a restructuring plan. In practice, this may require parties to vote in favor of the plan, refrain from actions that could hinder its progress, and provide necessary information or documentation to facilitate the process. The core function of this clause is to ensure unified and coordinated efforts among stakeholders, thereby increasing the likelihood of a successful and efficient restructuring.
Support for the Restructuring. (a) PRG agrees and covenants that it will use commercially reasonable best efforts to take or cause to be taken all actions commercially reasonably necessary and appropriate in furtherance of the Exchange Offer, including as promptly as practicable to: (1) prepare the solicitation materials relating to the Exchange Offer (the "SOLICITATION MATERIALS") in form and substance consistent with the Term Sheet, except to the extent otherwise consented to by the Noteholders; (2) commence the Exchange Offer and disseminate the Solicitation Materials in a manner customary for comparable transactions; (3) seek satisfaction of all conditions precedent to the Restructuring; (4) defend in good faith any suit or other legal or administrative proceeding seeking to interfere with, impair or impede the Restructuring; (5) promptly amend the Solicitation Materials, as necessary and as may be required by applicable law and provide a draft of such amended Solicitation Materials to the Ad Hoc Committee prior to the distribution of such materials to holders of the Notes; (6) not solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer; (7) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6, hereof, and except to the extent necessary for the fulfillment of the fiduciary duties of the Company's board of directors as referred to in Section 6(c) hereof, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation of, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company; (8) subject to the satisfaction or waiver of any conditions precedent to the Exchange Offer, consummate the Exchange Offer, including delivery of all securities required to be issued thereunder (within the time that is customary for transactions of this type) and the other transactions that are part of the Restructuring; and (9) prior to consummation of the Restructuring, take all action necessary to exempt, in a manner reasonably acceptable to the Noteholders, the proposed Restructuring transactions and the acquisition of New Securities (as defined in the Term Sheet) or common stock issuable on conversion thereof by any holder...
View SourceView Similar (4)
Support for the Restructuring. (a) The Company will take all necessary and appropriate actions to effectuate the Restructuring as contemplated by this Agreement and the Term Sheet, including (without limitation, and if applicable) to achieve confirmation of the Akkoord and (if applicable) the US Plan. (b) Subject to Sections 5 and 14, the Equity Investors agree to use all reasonable efforts to assist in implementing the Restructuring (without any obligation to incur any out of pocket expense other than as expressly provided for in this Agreement and, the Term Sheet). (c) Subject to Sections 5 and 12, the Consenting Noteholders agree (in so far as is applicable) in relation to their Locked-Up Notes to exchange such notes, consent to waivers, exercise all votes which they are entitled to exercise in favour of an Akkoord and/or a US Plan and to approve any other document (without any obligation to incur any out of pocket expense) or take any other action that may be reasonably necessary to implement the Restructuring on the terms set out in this Agreement and the Term Sheet. (d) Subject to the provisions of Sections 5, 12, 13 and 14 the Company, each of the Consenting Noteholders (in its capacity as such) and each of the Equity Investors shall not: (i) object to the consummation of the Restructuring or commence any proceeding to oppose the Restructuring or any of the Restructuring Documents so long as the Company, the Consenting Noteholders and the Equity Investors have complied with their obligations in this Agreement; (ii) vote for, consent to, support or participate in the formulation of any out-of-court restructuring or court-supervised insolvency or reorganization proceeding in respect of the Company proposed or filed or to be proposed or filed (other than one agreed to in writing by the Company, the Equity Investors and the Consenting Noteholders) that is inconsistent with this Agreement and the Term Sheet; (iii) directly or indirectly seek, solicit, support or encourage any other out-of-court or court supervised or sanctioned restructuring, plan, proposal, offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company (other than one agreed to in writing by the Company, the Equity Investors and the Consenting Noteholders) that is inconsistent with this Agreement and the Term Sheet; or (iv) take any other action, including but not limited to initiating any legal proceedings that is inconsistent with, or that would delay consummation of, the Rest...
View SourceView Similar (3)
Support for the Restructuring. Subject to Clause 8 (Limitations) and until the Termination Date, each of the Consenting Noteholders undertakes in favour of the Company and the Subsidiary Guarantors that it will (or, as applicable, will procure that a duly authorised representative, proxy or nominee will), in each case at the cost of the Company and the Subsidiary Guarantors, take all reasonable actions which it is reasonably requested by the Company to take in order to support, facilitate, implement or otherwise give effect to the Restructuring (provided that such action is consistent in all material respects with the Term Sheet) as soon as reasonably practicable and, in any event, before the Longstop Date, including (without limitation): 4.1.1 supporting the Schemes prior and subject to the sanction of the BVI Court and the Hong Kong Court, as applicable; 4.1.2 attending the Scheme Meetings by proxy or in person and voting its Locked‐Up Notes in favour of the Schemes and any amendment or modification to the Schemes or adjournment to the Scheme Meetings (or any one of them), provided that they are proposed by the Company and that the terms of the Schemes as amended or modified remain consistent in all material respects with the terms of the Schemes without such amendments or modifications and are consistent with and do not include any additional material terms which are likely to adversely affect or conflict with the terms of the Restructuring or its implementation; 4.1.3 except where Clause 4.1.2 applies, exercising all votes cast in respect of its Locked‐Up Notes against any amendment or modification to the Schemes or any proposal to adjourn the Scheme Meetings, or any one of them; 4.1.4 supporting any filings and petitions by the Company or any Subsidiary Guarantor in such other jurisdictions as may be, in the discretion of the directors of the Company or any Subsidiary Guarantor, reasonably required to implement the Restructuring including (without limitation) in relation to such other schemes of arrangement or other compromise or arrangement proceedings as may be, in the discretion of the directors of the Company or any Subsidiary Guarantor, reasonably required to implement or give effect to the Restructuring; 4.1.5 supporting any other actions as may be taken by the Company or any Subsidiary Guarantor pursuant to an order of, or sanction by, the BVI Court and the Hong Kong Court, as the case may be, as may be reasonably required or reasonably necessary to implement or give effect ...
View SourceView Similar (2)

Related to Support for the Restructuring

  • 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.

  • 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.

  • 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 Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings.

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Transaction Terms Product: Firm (LD) Energy Delivery Point: MISO CP Node AMIL.BGS6, or any successor thereto Quantity: See Table 1 below.