OF THE RESTRUCTURING. Reorganized Centric In connection with the consummation of the Plan, Centric will terminate its registration under the Securities Exchange Act of 1934, as amended, cause its common stock to no longer be listed on the Nasdaq Capital Market and reorganize into Reorganized Centric, a privately held Delaware limited liability company (the “Reorganized Debtors”). On the Plan Effective Date, Reorganized Centric will issue the New Centric Equity as contemplated by this Term Sheet and the Plan. On the Plan Effective Date, Reorganized Centric shall issue all notes, instruments, certificates, and other documents required to implement the New 1L Term Loan Facility, the New 1L Revolving Facility and the New Securitization Facility. Governance The corporate governance documents relating to Reorganized Centric shall be on the terms set forth on Exhibit C hereto (the “Governance Term Sheet”) and such other terms as determined by and acceptable to the Required Consenting 1L Lenders and the Required Consenting 2L Lenders. Unexpired Leases and Executory Contracts To be assumed or rejected as per the terms of the Plan or an applicable order of the Bankruptcy Court, with the consent of the Required Consenting Lenders. For the avoidance of doubt, this section includes any employee compensation, severance, and benefit programs. Should the Debtors file any motions pursuant to section 365 of the Bankruptcy Code seeking to assume or reject any unexpired leases and executory contracts prior to the filing of the Disclosure Statement and/or Plan, such motion to reject or assume shall be acceptable to the Required Consenting Lenders. Management Incentive Plan The terms of a management incentive plan (the “Management Incentive Plan”) shall be established by the board of Reorganized Centric on or after the Plan Effective Date. Tax Matters The Debtors and the Required Consenting Lenders shall cooperate in good faith to structure the Restructuring and related transactions in a tax-efficient manner; provided that such structure shall be reasonably acceptable to the Debtors and the Required Consenting Lenders. Releases The Plan and Confirmation Order shall provide customary releases (including third party releases) to the fullest extent permitted by law, for the benefit of21: (a) the Company Parties; (b) the Specified Equity Holders; (c) the Consenting Lenders; (d) the DIP Lenders; (e) the lenders that provided the 2020 Term Loans; (f) each agent under the DIP Term Loan Facility, DIP Revolv...
OF THE RESTRUCTURING. 19.1 The exchange of the Subordinated Notes for the Restructuring Shares will be implemented through the Restructuring Steps (either the Proceedings Steps and the Private Subscription Steps or the Private Subscription Steps alone as described herein and in Schedule E hereto).
OF THE RESTRUCTURING. Restructuring Support Agreement The Company and the Consenting Lenders shall execute a restructuring support agreement (the “RSA”) with standard terms and conditions evidencing their intent to support consummation of the Restructuring.
OF THE RESTRUCTURING. 5.1 Without affecting the Group's representations and warranties under section 4 herein and the Warranties, each party hereto shall make all efforts to complete any Restructuring affairs, procedures and processes that are not finished on the New CNC Conversion Registration Date, so as to make the Restructuring fully effective and completed.


  • 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.

  • Restructuring Transactions On the Effective Date, the Debtors, the Reorganized Debtors, and/or the New Property Entities, as applicable, shall enter into the Restructuring Transactions, including those transactions set forth in the Restructuring Transactions Memorandum, and shall take any actions as may be necessary or appropriate to effect a corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Debtors, to the extent provided therein, including the Spin Structure and the Partnership Contribution Structure set forth in Article IV.N of the Plan and the CEOC Merger. The Restructuring Transactions may include one or more intercompany mergers, consolidations, amalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers, liquidations, spinoffs, intercompany sales, or other corporate transactions as may be determined by the Debtors, the Reorganized Debtors, and/or the New Property Entities, as applicable, to be necessary or appropriate without any material adverse effects on the Holders of Prepetition Credit Agreement Claims, Secured First Lien Notes Claims, or Non-First Lien Claims, or the value of their respective recoveries. The actions to implement the Restructuring Transactions may include: (1) 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 that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (2) 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 having other terms for which the applicable parties agree; (3) 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; (4) the execution and delivery of the New Debt Documents, and any filings related thereto; and (5) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Pre-Closing Restructuring (a) Subject to Section 2.05(b), prior to the consummation of the Closing Seller shall, and shall cause its applicable Subsidiaries to, engage in restructuring activities necessary to effect a reorganization of certain assets, liabilities and legal entities to separate the Business from Seller’s other businesses (collectively, the “Pre-Closing Restructuring”), which such Pre-Closing Restructuring shall be undertaken in a manner consistent with Section 6.14 of the Seller Disclosure Letter (as the same may be modified in accordance with this Section 6.14) and otherwise in a manner, and pursuant to documentation, reasonably acceptable to Purchaser (such approval not to be unreasonably withheld, delayed or conditioned) and in accordance with applicable Law. Following the Pre-Closing Restructuring, at the Closing, Purchaser shall (directly or indirectly) own and assume all the assets, properties, claims, rights and Liabilities of Seller and its Subsidiaries constituting Transferred Assets or Assumed Liabilities and neither Purchaser nor any of its Subsidiaries (including the Transferred Entities) shall (directly or indirectly) own any Excluded Assets or be liable for or have any responsibility with respect to any Retained Liabilities.

  • Consummation of the Transaction Each Party shall, as promptly as is reasonably practicable, diligently and in good faith use all commercially reasonable efforts to (a) cause the closing conditions in this Agreement to be satisfied, (b) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, (c) obtain all necessary consents, approvals or waivers from Third Persons, and (d) coordinate and cooperate with the other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party in connection with the foregoing. Without limiting the generality of the foregoing, each Party shall use commercially reasonable efforts promptly to obtain all authorizations, consents, Orders and approvals of, and to give all notices to and make all filings with, all Governmental Authorities and other Persons that may be or become necessary or advisable for its performance of its obligations under this Agreement and shall cooperate fully with each other Party in promptly seeking to obtain all such authorizations, consents, Orders and approvals, give such notices, and make such filings. Notwithstanding anything to the contrary contained in this Agreement, Contributor shall use its commercially reasonable efforts to (i) cause the closing conditions set forth in Section 6.3(d) and Section 6.3(e) to be satisfied and (ii) provide the Partnership with timely updates (and in any event, no less than weekly) with respect to its progress in satisfying such conditions. Notwithstanding anything to the contrary contained in this Agreement, including this Section 5.1 and Section 5.2, in no event shall either Party be required hereunder to, or to cause or use commercially reasonable or other efforts to cause any other Person to, waive or amend any rights under or provisions of this Agreement or any related Contracts. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion.

  • of the Merger Agreement Section 1.7 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • 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.

  • Terms of the Transaction 9 2.1 Agreement to Sell and to Purchase the Securities................ 9 2.2

  • Reorganization Transactions Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1, or cause such actions to take place (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”):

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Merger & Modification This Contract constitutes the entire agreement between the parties. No understandings, agreements, or representations, oral or written, not specified within this Contract will be valid provisions of this Contract. This Contract may not be modified, supplemented, or amended, except by written agreement signed by all necessary parties.