No Restructuring Sample Clauses

The No Restructuring clause prohibits either party from engaging in actions that would alter the structure, ownership, or control of their business during the term of the agreement. This typically means that mergers, acquisitions, divestitures, or significant changes in corporate organization are not allowed without prior consent from the other party. By including this clause, the agreement ensures stability and predictability in the business relationship, preventing unexpected changes that could affect the parties' obligations or the value of the contract.
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No Restructuring. In the event that the Restructuring has not been effected prior to July 15, 2020, on such date the LLC Parent shall issue a profits interest to the Director that reflects, mutatis mutandis, the terms of the Initial Option set forth in Section 3.2(a). Further, in the event that the Restructuring has not been effected prior to July 15, 2020, then, following the issuance of the profits interest that reflects the terms of the Initial Option and for so long as the Restructuring has not become effective, in connection with each issuance by the LLC Parent of any of its equity securities that would, if such issuance were instead issued by the Ultimate Corporate Parent after the Restructuring, constitute a Dilutive Issuance, the LLC Parent shall issue a profits interest to the Director that reflects, mutatis mutandis, the terms of the Additional Option that would have been issued in connection with such issuance, as set forth in Section 3.2(b). The acceleration provisions set forth in Sections 3.2(c) and 3.5 hereof shall apply to each profits interest, if any, issued in accordance with this Section 3.2(d).
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No Restructuring. In the event that (i) Purchaser fails to make the deposits referenced above on or before the Funding Date or (ii) Citi notifies Escrow Agent that any Forbearance Condition (as defined in the Forbearance Agreement) has not been satisfied on and before the time and date set forth in the Forbearance Agreement, the Escrow Agent shall deliver or maintain the Closing Documents as outlined by Citi in the Forbearance Agreement. In such event, the Settlement and Release and the ▇▇▇▇/Citadel Letter shall not be released from escrow or delivered to or for the benefit of Citi, and shall be null and void and of no force or effect.
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No Restructuring. The Selling Members undertake that, on the Closing Date and for a period of twelve (12) month thereafter, without the prior written consent of PCP, there will be no restructuring of Company, such restructuring shall include and not be limited to any issuances of preferred shares or convertible debt or other securities convertible into common stock or equity of the Company, or reverse splits or forward splits or changes in rights of the Common Stock or any issuance of common stock that disproportionately changes the ownership of PCP versus the other shareholders. The parties acknowledge and agree that, subsequent to the Financing, the Company intends on undertaking a financing in which it will issue and sell up to two hundred (200) Units (as defined below) in the Company for aggregate proceeds to the Company of up to Five Million Four Hundred Thousand Dollars ($5,400,000) (the “Subsequent Financing”). It is anticipated that Each “Unit” in the Company shall consist of combination of common stock in the Company and warrants exercisable for common stock in the Company. The parties acknowledge and agree that the Subsequent Financing is not a restructuring event that requires the advance written consent of PCP pursuant to the provisions of this Section 6.3.
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No Restructuring. The Borrower undertakes that each Existing Facility Agreement will be maintained on a stand alone basis with the Bank as an independent facility agreement each comprising an independent credit facility to the Borrower, and that the Borrower will not participate into any restructuring or rescheduling or any other amendments or similar arrangements with the relevant lenders of either of the Existing Facility Agreements without the Bank's prior written consent. “;
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Related to No 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.

  • 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.

  • Restructure Merge or consolidate itself or any of its Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Subsidiaries.

  • Local Health Integration Networks and Restructuring In the event of a health service integration with another service provider the Employer and the Union agree to meet. (a) The Employer shall notify affected employees and the Union as soon as a formal decision to integrate is taken. (b) The Employer and the Union shall begin discussions concerning the specifics of the integration forthwith after a decision to integrate is taken. (c) As soon as possible in the course of developing a plan for the implementation of the integration the Employer shall notify affected employees and the Union of the projected staffing needs, and their location.

  • 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.