Company Reorganization. If the Managing Member, in its sole ---------------------- discretion, determines that conditions are favorable for the Company to reorganize as a corporation, the Company may be reorganized as a corporation and, in connection therewith, its equity interests (including but not limited to the Class B Shares) may be reclassified as shares of stock (or securities convertible into, or options to purchase, such shares of stock) in such corporation on such terms and conditions as are approved by the Managing Member, provided that the relative rights and preferences of the Class B Shares shall not be materially modified. Each Member (including the Class B Members) or other direct or indirect holder of Membership Shares will be required to execute and deliver such instruments or documents as may be necessary or advisable in connection with any such reorganization.
Company Reorganization. In the event of any sale of substantially all the assets of the Company or any reorganization, reclassification, merger or consolidation of the Company where the Company is not the surviving entity, then as a condition to the Company entering into such transaction, the entity acquiring such assets or the surviving entity, as the case may be, shall agree to assume the Company's obligations hereunder. ************
Company Reorganization. On the Closing Date, (i) Covanta shall own, directly or indirectly, 100% of the outstanding Capital Stock of CEA, (ii) CEA shall own 100% of the outstanding common stock of Company, which shall own the Capital Stock of all Persons (including Persons holding the equity interests in other Persons) holding the assets and operations of the IPP International Business to the extent described in the Approved Plan of Reorganization and the Disclosure Statement related thereto, (ii) all relevant operating and administrative expenses associated with the IPP International Business shall be transferred into Company in accordance with the Management Services and Reimbursement Agreement, and (iii) not less than $5,000,000 of cash for working capital shall have been transferred from Covanta and its Subsidiaries (other than Borrowers) to the Borrowers as an equity contribution.
Company Reorganization. Immediately prior to the execution of this Agreement, Xxxxxxxx HoldCo has executed and delivered the Reorganization Agreement, pursuant to which it has undertaken or will undertake various restructuring transactions. Following the date hereof, Xxxxxxxx HoldCo shall, and shall cause its Affiliates to, comply with the terms and conditions set forth in the Reorganization Agreement.
Company Reorganization. The Company Reorganization shall have been completed in all material respects.
Company Reorganization. (a) The Findings of Fact, Conclusions of Law, and Order Approving the Debtors’ Disclosure Statement and Confirming the Debtors’ Joint Prepackaged Chapter 11 Plan of Reorganization Case No. 20-31425 (Bankr. S.D. Tex.) Docket No. 331 entered on May 11, 2020 is a Final Order, the Effective Date of the Reorg Plan occurred on May 29, 2020 and the Chapter 11 Cases were closed on June 30, 2020. To the Company’s knowledge, there are no remaining unresolved or otherwise pending matters in the Chapter 11 Cases and Court approval is not required with respect to this Agreement and the transactions contemplated hereby, including the Mergers. There are no payments, fees, expenses or costs due and payable, or to become due and payable, by the Company or any of its Subsidiaries in connection with the Reorg Plan and the transactions related thereto.
Company Reorganization. Immediately following Effective Time, Parent shall (a) contribute 100% of the equity interests of the RH Surviving Corporation to the Battery Surviving Corporation, such that after giving effect to such contribution, RH Surviving Corporation will be a wholly-owned Subsidiary of the Battery Surviving Corporation and immediately thereafter (b) contribute 100% of the equity interests of the Battery Surviving Corporation to a newly-formed Delaware limited liability company which will be a wholly-owned Subsidiary of Parent. Each of Parent, RH and Battery shall cooperate to permit the actions described in this Section 6.23 to occur immediately following the Effective Time.
Company Reorganization. None of the transactions contemplated by the Agreement and Plan of Merger dated as of July 9, 2008 by and among the Company, Mentor International Holdings, Inc. and MNT Merger Sub, Inc. (such transaction, the “Company Reorganization”) have been consummated and, since July 9, 2008, neither the Company nor any of its Subsidiaries has entered into any Contract to consummate, and has not consummated, any transaction for the purpose, or with the effect, of (i) changing the jurisdiction of organization of the Company or any of its Subsidiaries, (ii) contributing the Company or any of its Subsidiaries to any other entity or (iii) otherwise reorganizing the Company or any of its Subsidiaries in any manner.
Company Reorganization. The Company Reorganization shall have been consummated by all parties.
Company Reorganization. Each Stockholder agrees that, on or prior to the Company Reorganization Date (as requested by the Company), he, she or it will (i) enter into that certain Shareholder Transfer and Exchange Agreement in substantially the form agreed to by the Company, Cayman NewCo and Armada at least five (5) Business Days prior to the Company Reorganization Date (“Transfer and Exchange Agreement”), pursuant to which, among other things, such Stockholder will transfer to Cayman NewCo his, her or its respective Shares in exchange for an equivalent number and class of shares in Cayman NewCo, (ii) immediately following such transfers described in (i), transfer to Cayman NewCo all of his, her or its respective shares of Cayman NewCo received and described in (i) in exchange for his, her or its applicable pro rata portion of the Aggregate Stock Consideration, and (iii) execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the Company Reorganization and the transactions contemplated by the Transfer and Exchange Agreement.
