Internal Restructure Clause Samples
The Internal Restructure clause defines the rights and procedures for a party to reorganize its internal corporate structure without breaching the agreement. This typically covers actions such as mergers, consolidations, or transfers of assets among affiliates, provided that the ultimate control or beneficial ownership does not change. By clarifying that such internal changes are permitted, the clause ensures operational flexibility for the parties while maintaining the integrity of the contractual relationship.
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Internal Restructure. (a) Subject to the consent of the Board in accordance with Article VI, at any time on or after the date of this Agreement, the Company may effect an Internal Restructure on such terms as the Board in the exercise of its reasonable discretion deems advisable and consistent with the provisions set forth in the following sentence. Each Member agrees that it will consent to and raise no objections to an Internal Restructure; provided that (i) the Internal Restructure is undertaken in a manner that results in the Members continuing to have substantially the same direct or indirect ownership of the Company or surviving entity as owned by the Members prior to the Internal Restructure, (ii) the Internal Restructure substantially preserves the relative economic interests, preferences, priorities and designations of the Members in the Company or any entity that succeeds to the Company in such Internal Restructure transaction and (iii) the Internal Restructure would not result in the imposition of any greater individual liability on the Members for the debts, obligations, or liabilities of the Company or for the contribution of capital to the Company or surviving entity. Each Member hereby agrees that it will execute and deliver all agreements, instruments and documents as are required, in the reasonable judgment of the Board to be executed by such Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with such Internal Restructure, the terms and provisions of this Agreement, including those provisions granting the Board authority to manage the affairs of the Company, granting certain Persons the right to nominate and cause the election of Managers, governing transfers of interests in the Company or other equity securities and indemnification.
(b) The Members acknowledge that an Internal Restructure may be undertaken in connection with other events, such as a Public Offering of the Company, an acquisition of another business or entity or the sale of equity in the surviving entity to other Persons and, if so determined by the Board, such Internal Restructure shall be deemed completed immediately before any such event.
(c) The Members acknowledge that, to engage in an initial Public Offering, it may be necessary or advisable for the Company to merge or convert into a corporation (a “Conversion”). Accordingly, if the Board determines it to be in the best interests of the Company to engage in an initial Public Offerin...
Internal Restructure. Holdings and each Holdings Member that is a party hereto hereby agree that Section 8.3 of the Holdings LLC Agreement will apply to the transactions set forth in this Agreement so that each Holdings Member will be required to support, vote in favor of, waive all dissenters’ and appraisal rights with respect to and execute and deliver all documents reasonably requested by Holdings to effect the transactions contemplated herein. Pursuant to the Class B Holder Consent, the Majority Class B Holders have also agreed to the matters described in this Section 2.1.
Internal Restructure. The Board may cause the Company to effect an Internal Restructure on such terms as the Board reasonably deems advisable, subject to the terms hereof. In connection with any such Internal Restructure, each Member agrees that it will, and will cause its Affiliates to, and the Company shall, do all things reasonably requested by the Board in connection therewith. In connection with any such Internal Restructure, (i) the organizational documents of the reorganized Entity shall provide that the rights and obligations of the Members hereunder shall continue to apply substantially in accordance with the terms hereof, except to the extent the Members otherwise agree in writing, and (ii) each Membership Interest shall (effective upon and subject to the consummation of such reorganization) convert into equity securities of the reorganized Entity and shall be allocated among the Members, such that each Member shall receive equity securities in the reorganized Entity with substantially similar economic rights as such Member’s former Membership Interests.
Internal Restructure