Pre-Acquisition Reorganizations. Target agrees that, upon request by Purchaser, Target shall, and shall cause its subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to (i) effect such reorganizations of its business, operations and assets and the integration of other affiliated businesses as Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”) provided that the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares and (ii) cooperate with Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. Purchaser acknowledges and agrees that the Pre-Acquisition Reorganizations shall (A) not delay or prevent consummation of the Arrangement (including by giving rise to litigation by third parties) or (B) not be considered in determining whether a representation or warranty of Target hereunder has been breached, it being acknowledged by Purchaser that these actions could require the consent of third parties under applicable Contracts. Purchaser shall provide written notice to Target of any proposed Pre-Acquisition Reorganization at least thirty days prior to the Effective Time. Upon receipt of such notice, Purchaser and Target shall, at the expense of Purchaser, work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations. The parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Date (but after Purchaser shall have waived or confirmed that all conditions to Closing have been satisfied), in any event, shall not be a condition to completion of the Arrangement. If the Arrangement is not consummated, for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization).
Pre-Acquisition Reorganizations. (a) Primero will use commercially reasonable efforts to effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as First Majestic may reasonably request prior to the Effective Date, and the Arrangement, if required, will be modified accordingly; provided, however, that Primero need not effect a Pre-Acquisition Reorganization which would impede or materially delay the consummation of the Arrangement.
Pre-Acquisition Reorganizations. (a) The Company agrees that, upon the request by the Purchaser, the Company shall, and shall cause each of its subsidiaries to, use its commercially reasonable efforts to:
Pre-Acquisition Reorganizations. Except for the reorganization set forth in the Alio Disclosure Letter, Alio shall and, where appropriate, shall cause the Alio Subsidiaries to effect only such reorganizations of the business, operations and assets of Alio and the Alio Subsidiaries or such other transactions as Argonaut may request or consent to, acting reasonably (each a "Pre-Acquisition Reorganization"), and co-operate with Argonaut and its advisors in order to determine the nature of any Pre-Acquisition Reorganization that might be undertaken and the manner in which it might most effectively be undertaken. Argonaut shall provide written notice to Alio of any Pre-Acquisition Reorganization which Argonaut desires to be undertaken at least fifteen (15) Business Days prior to the Effective Time. Upon receipt of such notice, Xxxxxxxx and Xxxx shall, if Xxxx is required to do so pursuant to the immediately preceding sentence, work co-operatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre- Acquisition Reorganization at least two (2) Business Days prior to the Effective Time, or such later time as may be agreed to by Argonaut. Xxxx’s foregoing obligations in respect of a Pre-Acquisition Reorganization are subject to the following:
Pre-Acquisition Reorganizations. The Company shall agree to effect such reorganization of its business, operations and assets or such other transactions, including to contemplate an amalgamation of companies, (each, “Pre-Acquisition Reorganization”) as GSK may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly, provided, however, that the Company need not effect any Pre-Acquisition Reorganization which in the opinion of the Company, acting reasonably, (i) would require the Company to obtain the approval of the Securityholders in respect of such Pre-Acquisition Reorganization other than at the Meeting, (ii) would prejudice the Securityholders, (iii) would impede or materially delay the consummation of the transactions contemplated hereby or (iv) cannot either be completed immediately prior to or contemporaneously with the Effective Time, or cannot be reversed or unwound without adversely affecting the Company and its subsidiaries. GSK shall be responsible for, and reimburse the Company for, all reasonable fees and expenses (including any professional fees and expenses) incurred by the Company and its subsidiaries in considering or effecting a Pre-Acquisition Reorganization and for any costs of the Company and its subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to termination of this Agreement at GSK’s request.
Pre-Acquisition Reorganizations. (a) Northern Empire agrees that, upon request by Coeur, Northern Empire shall, and shall cause each of its subsidiaries to:
Pre-Acquisition Reorganizations. (a) Prior to the take-up and payment by the Offeror of that number of Units that constitutes at least the Minimum Tender Condition, the Offeror intends to reorganize certain operations of the Fund and its subsidiaries and the Trustees shall accommodate the Offeror with any reasonable request made by the Offeror in order to facilitate such reorganizations (the “Pre-Acquisition Reorganizations”).
Pre-Acquisition Reorganizations. Target agrees that, upon request by Purchaser, Target shall, and shall cause its subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to
Pre-Acquisition Reorganizations. Terasen will agree to effect such reorganization of its business, operations and assets or such other transactions (each, "Pre-acquisition Reorganization") as the Kinder Parties may - 67 - reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly. Provided, however, that Terasen need not effect Pre-acquisition Reorganization which in the opinion of Terasen, acting reasonably, (i) would require Terasen to obtain the approval of the Terasen Securityholders in respect of such Pre-Acquisition Reorganization other than at the Terasen Meeting, (ii) would prejudice the Terasen Securityholders, (iii) would impede or materially delay the consummation of the transactions contemplated hereby or (iv) cannot either be (A) completed immediately prior to or contemporaneously with the Effective Time, or (B) reversed or unwound without adversely affecting Terasen and its subsidiaries.
Pre-Acquisition Reorganizations. (a) The Company agrees that, upon request by Acquisitionco, the Company shall, and shall cause the Subsidiaries to, in each case, at the expense of Acquisitionco, use its commercially reasonable efforts to:
