Corporate Restructuring Sample Clauses

Corporate Restructuring. The Parties acknowledge that on or before the date hereof, the corporate restructuring transactions set forth on Schedule 2.5(a) have been completed by TXI and its appropriate Subsidiaries.

Corporate Restructuring. At its March 3, 2000, Annual Meeting of Shareholders, Washington Gas shareholders approved, by a more than a two-thirds majority, a proposal to form WGL Holdings, a registered holding company under the Public Utility Holding Company Act of 1935. The Company subsequently received the necessary approval for this restructuring from the SCC of VA on May 11, 2000. On October 13, 2000, the Securities and Exchange Commission (SEC) approved WGL Holdings' financing application and the corporate restructuring subsequently went into effect on November 1, 2000. Under the new structure, Washington Gas, as the regulated utility, and its former subsidiaries operate as separate subsidiaries of WGL Holdings. The following charts illustrate the major organizational changes resulting from this restructuring. At the November 1, 2000 restructuring, shares of WGL Holdings common stock equal the same number of shares of Washington Gas common stock immediately prior to the restructuring. Each Washington Gas shareholder also received an equal number of WGL Holdings shares. All serial preferred stock issued by Washington Gas remains issued and outstanding as shares of Washington Gas serial preferred stock. The dividend rate for the preferred stock has not been changed and those dividends will continue to be paid by Washington Gas. All outstanding indebtedness and other obligations of Washington Gas prior to the restructuring remain outstanding as obligations of Washington Gas. Holders of Washington Gas medium-term notes (MTNs) continue as security holders of Washington Gas. On November 1, ▇▇▇▇, ▇▇▇ Holdings had no outstanding securities other than common stock, but it could issue other securities in the future. WGL Holdings common stock is listed only on the New York Stock Exchange, while Washington Gas preferred stock continues to be listed only on the Philadelphia Stock Exchange. Both common and preferred shares are listed under the "WGL" ticker symbol on their respective exchanges. The consolidated financial statements and the associated notes thereto included in pages 31-51 of the Washington Gas Light fiscal year 2000 Annual Shareholders' Report, which is included in Exhibit 13, were based upon the corporate organizational structure that was in place during the three fiscal years ended September 30, 2000. As previously discussed, the corporate reorganization became effective on November 1, 2000. However, had the reorganization occurred on September 30, 2000, the WGL Holdings' c...

Corporate Restructuring. The Company shall merge all of its Subsidiaries with and into itself, such that on the Closing Date the Company shall have no Subsidiaries.

Corporate Restructuring. (a) Purchaser acknowledges and agrees that in conjunction with Purchaser’s investment in the Company through the purchase of the Shares, the Company is restructuring its operations such that it will be entering a new field of business focused on the use of induced pluripotent stem cell (“iPS”) technology and other technology for the research and development of stem cell products to treat human vascular and blood diseases and disorders (the “New Field”). (b) In entering the New Field, the Company will dispose of its current tangible and intangible assets, contracts, agreements, licenses, patents, patent applications, know-how, and other intellectual property not related to or necessary for the Company’s operation in the New Field (collectively, the “Old Assets”). The Old Assets include those listed on Schedule A attached to this Agreement. Purchaser acknowledges and agrees that the Company will distribute, transfer, and assign the Old Assets to its parent company BioTime, Inc. (“BioTime”) without the receipt of consideration, except that BioTime will assume and indemnify the Company from any and all liabilities arising prior to the date of this Agreement from the operation of the Company’s business using the Old Assets (the “Old Business”). (c) The Company will retain certain licenses and sublicenses from ACT, described on Schedule B, to use certain patents, patent rights, and know-how; provided, however, that in conjunction with the Company’s disposal of the Old Assets, the Company will sublicense to BioTime all of the Company’s right and obligations under the licenses and sublicenses listed on Schedule B for use outside of the New Field. Purchaser acknowledges and agrees that the Company will receive no license fees or royalties from BioTime for such sublicenses. BioTime will pay any and all royalties and other fees as may become payable to ACT under the terms of such licenses and sublicenses with respect to the use of the sublicensed patents and know-how by BioTime and its sublicensees or assignees. (d) Purchaser acknowledges and agrees that price that Purchaser is paying for the Shares under this Agreement does not include the value of the Old Assets or the Old Business.

Corporate Restructuring. The parties expressly acknowledge that the Company is undergoing restructuring and that Advanced Biomed Taiwan will become a wholly-owned subsidiary of the Company after the restructuring.

Corporate Restructuring. The Borrower shall use diligent efforts to undertake such corporate actions, including, without limitation, the consolidation or dissolution of intermediary Foreign Subsidiaries as may be necessary and prudent to result in all of the Capital Stock of SwissCo 2 being owned directly by a Loan Party. To the extent that, and only for so long as, SwissCo 2’s payment of dividends to the Borrower would be (i) adverse to the Borrower’s business, property, operations or condition (financial or otherwise), (ii) not permitted by applicable law or (iii) subject to any necessary corporate or governmental approvals that have not been received and remain in effect, SwissCo 2 may make loans to the Borrower pursuant to the SwissCo Note in lieu of paying dividends. Section 6.1 is amended in its entirety to read as follows:

Corporate Restructuring. Following the Closing Date, Sitesearch shall complete the corporate restructuring described in paragraph 1.3 within 90 days of the Closing Date.

Corporate Restructuring. If the Company is reorganized into an offshore company holding domestic entities in the future, the rights of the Investor in the offshore company shall include all rights enjoyed by the Investor under this Agreement and all rights customarily enjoyed by the Investor as a shareholder of the offshore company. The Company Parties shall ensure that the rights and interests of the Investor are substantially respected and satisfied during and after the implementation of the offshore restructuring. If such restructuring causes the Investor to incur additional costs or suffer tax basis losses, the Company Parties agree to bear such costs or tax basis losses.

Corporate Restructuring. If Company is acquired by another company, sells substantially all of its assets, merges, or consolidates with another company in a transaction in which the Company's current shareholders own less than 51% of the successor company, or operates a substantial portion of its business through a joint venture or partnership with another company and Company owns less than 51% of such joint venture or partnership and if Employee's employment under this Agreement or a similar agreement is terminated by Company, or its successor or acquiror, without cause within three years of such acquisition, sale, merger, consolidation, partnership formation or joint venture formation, then Company agrees that Employee shall be entitled to receive the benefits under this paragraph 6. Employee acknowledges that in such a sale or acquisition, Employee's title may be changed and such a change in title will not be viewed as a termination of Employee's employment so long as his salary, duties and responsibilities are commensurate with his current duties and responsibilities. For purposes hereof, any substantial adverse change in Employee's duties and responsibilities, reduction in Employee's salary and benefits, or a requirement that Employee move to a location outside of the Portland Metropolitan area within such 3 year period without Employee's consent shall be deemed a termination of Employee's employment. 6.1 If Employees' employment is terminated without cause as provided in this paragraph 6, then company, or its successor or acquiror, shall continue to pay to Employee an amount equal to his base compensation under this agreement including any subsequent increases approved in writing for a period of 18 months after the date of such termination. 6.2 If Employee is not fully vested under the Company's Retirement Plans in which Employee is a participant at the time of termination, then Company and Employee shall enter into a separate Supplemental Executive Retirement Plan ("SERP") which shall provide that in the event of termination under this paragraph, Employee shall be paid at retirement a benefit equal to the benefit which would have been payable to Employee under the Company's Retirement Plans if Employee had been fully vested as of the date of termination. The amount payable under the terms of the SERP would be reduced by any amounts the Employee actually receives under the Company's