Corporate Restructure Sample Clauses

Corporate Restructure. (a) The Borrowers must ensure that each of the steps contemplated in schedule 12 is completed in accordance with and within the time frames contemplated by schedule 12 to effect the Corporate Restructure contemplated in that schedule and in accordance with documentation the form and terms of which have been approved by the Senior Agent (it being acknowledged that documentation approved in satisfaction of the condition precedent pursuant to clause 2.1(z) is sufficient for these purposes and that in any case, that approval will not be unreasonably withheld and the Financiers must respond promptly to any such request for approval). Without limitation, the Borrowers must ensure that all consents required in relation to the Corporate Restructure or to effect the Corporate Restructure, including any consents required in connection with any Existing Joint Venture Interests, any KFC Agreement, any Material Document or any consents required as a condition precedent to completion under the ▇▇▇ & Oscars Sale Agreement (but not including any such consents required in relation to any Leasehold Interest), are obtained prior to the relevant Corporate Restructure Step to which they relate taking place, but within sufficient time to ensure that such Corporate Restructure Steps are completed within the time frames contemplated by schedule 12. (b) The Borrowers must promptly notify the Senior Agent of the completion of any Corporate Restructure Step. (c) AsiaHoldco must at the time it becomes the owner of any equity securities in SIM or any other Entity formed under the laws of the United States or any state thereof, deliver to Security Trustee a US Pledge Agreement in respect of such equity securities in a form and of a substance satisfactory to the Senior Agent together with duly executed instruments of transfer or assignments in blank therefor and a legal opinion from Ropes & ▇▇▇▇, US legal counsel to the Borrowers, in respect of the US Pledge Agreement and the security interest in those equity securities and such other matters as the Senior Finance Parties may reasonably require in a form reasonably acceptable to the Senior Agent. (d) The US Borrower must, within five days after becoming the owner of any equity securities in WRC, Sizzler USA, Inc., a Delaware corporation, or any other entity formed under the laws of the United States or any state thereof, deliver to Security Trustee all certificates evidencing such equity securities together with duly executed instrument...