Pre-Closing Reorganization Sample Clauses

Pre-Closing Reorganization. Notwithstanding any provision of this Agreement to the contrary, including for greater certainty the restrictions in Section 5.03(b), the Seller and its respective Affiliates shall be entitled to implement or cause to be implemented the Invenergy Restructuring, without requiring any approval from Purchaser; provided that Purchaser's prior written approval (which shall not be unreasonably withheld, delayed or conditioned) shall be required if the Invenergy Restructuring does not occur as set forth in Exhibit M.

Pre-Closing Reorganization. (a) Subject to Section 8.17(b), the Parties agree that DevvStream, in its reasonable discretion, shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to: (i) effect such reorganizations of DevvStream’s or its Subsidiaries’ business, operations and assets or such other transactions as the Parties may reasonably determine, including amalgamations, continuances, wind-ups, distributions, contributions, sales, intercompany loans or the refinancing thereof, and any other transaction (each a “Pre-Closing Reorganization”); (ii) cooperate with the Company, Southern and their advisors in order to determine the nature of any Pre-Closing Reorganization that might be undertaken and the manner in which any Pre-Closing Reorganizations might most effectively be undertaken; and (iii) cooperate with the Company, Southern and their advisors to seek to obtain any Consent which might be required from any third party in connection with any Pre-Closing Reorganization; provided, that any Pre-Closing Reorganization, if elected to be undertaken by DevvStream, shall be subject to the Company’s and Southern’s prior written consent. (b) DevvStream will not be obligated to undertake any Pre-Closing Reorganization unless DevvStream, acting reasonably, determines that such Pre-Closing Reorganization: (i) does not adversely affect the interests of DevvStream, any of its Subsidiaries or the DevvStream Shareholders in any material respect; (ii) does not require DevvStream to obtain the approval of the DevvStream Shareholders; (iii) does not impair, prevent or materially delay the consummation of the Domestication or the Mergers or the other Transactions; (iv) is effected as closely as is reasonably practicable prior to the Effective Date; (v) does not result in any breach by DevvStream or any of its Subsidiaries of any Contract, DevvStream’s Organizational Documents, the organizational documents or any applicable Subsidiary, or any applicable Law; (vi) does not require DevvStream or its Subsidiaries to take any action that could reasonably be expected to result in Taxes being imposed on, or any adverse Tax or other consequences to, any DevvStream Shareholders greater than the Taxes or other consequences to such party in connection with the completion of the Domestication and the Mergers in the absence of action being taken pursuant to this Section 8.17; and (vii) shall not become effective unless the Company and Southern have irrevocably waived or confirme...

Pre-Closing Reorganization. (a) In addition to the actions specified in Section 5.11, Seller shall perform, and cause its Subsidiaries to perform, any reorganizations, restructurings, amalgamations, distributions, transfers of stock or assets, assignments, grants of license and other actions that are necessary to reorganize the Seller Companies to accomplish the actions specified in Schedule 5.12 of the Seller Disclosure Letter (the “Agreed Organizational Structure”). If Purchaser requests Seller to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action that is different from the Agreed Organizational Structure and which does not result in any adverse Tax consequences to Seller or any of its Subsidiaries, Seller shall promptly perform such requested reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action. (b) If Purchaser requests Seller, in writing, to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action (the “Proposed Restructuring”) that would result in any material adverse Tax consequences to Seller or its Subsidiaries, Seller shall have the right to refuse to carry out the Proposed Restructuring. Neither Seller nor any of its Subsidiaries shall refuse to effect any Proposed Restructuring if such Proposed Restructuring does not result in any material adverse Tax consequences to Seller or its Subsidiaries. In any event, Purchaser shall indemnify the adversely affected Seller or Subsidiary, as applicable, for any adverse Tax consequences resulting from any Proposed Restructuring. For the purposes hereof, material adverse Tax consequences shall mean CDN$50,000,000. (c) With the approval of Purchaser, which shall not be unreasonably withheld, Seller shall have the right to transfer the shares of any of the Seller Subs to Seller or any Affiliate or partnership owned directly or indirectly by Seller or its wholly owned Subsidiaries; provided that (i) Purchaser shall have notice of, and the opportunity to review the terms of, such transfer; (ii) Purchaser shall have the right to receive an opinion of tax counsel in order to assist Purchaser’s review of such transfer; (iii) such transfer shall in no way affect the ability of Seller to complete the Stock Pur...

Pre-Closing Reorganization. The Contribution and Sale shall have been consummated in accordance with the Pre-Closing Reorganization Documents (or on such other terms and conditions acceptable to WinVest in its sole discretion).

Pre-Closing Reorganization. MS shall, and shall have caused its Subsidiaries to, have completed the MS Pre-Closing Reorganization provided, however, for these purposes that the failure to obtain any Third Party Consent to any transfer of any MSJS Excluded Asset or MSJS Excluded Liability which may be required shall not give rise to a failure to complete the MS Pre-Closing Reorganization.

Pre-Closing Reorganization. The Company, Shareholder and, after the Closing, the Buyer shall cooperate and use their commercially reasonable efforts to (i) complete the Pre-Closing Reorganization prior to the Closing Date, (ii) subject to Section 4.10(a)(i) hereof, take all filing positions and do all such acts and things and file all such available elections, designations, forms, returns and other things as may be reflected in the reorganization plan referenced in Section 4.12 of the Company Disclosure Schedule or otherwise required to give effect to the tax treatment specified in Section 4.12 of the Company Disclosure Schedule (provided that Buyer shall not be required to take any such action unless such action is requested in writing by Shareholder with reasonable specificity and reasonably in advance of the date for taking such action), (iii) without restricting the generality of the foregoing, with respect to the elections to be filed under Subsection 83(2), 85, Part III or Part III.1 of the Tax Act, take all necessary steps to file all applicable elections and returns in a timely manner, and (iv) if any election is to be filed under Section 156 of the Excise Tax Act (Canada) in accordance with Schedule 4.12, take all necessary steps to file such election, provided that Buyer and its Affiliates (including, after the Closing, the Company) shall not be required to incur any unreimbursed expenses in connection with any action described in clauses (ii) through (iv) hereof.

Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been consummated in all material respects consistent with the Reorganization Plan.

Pre-Closing Reorganization. MUFG shall, and shall have caused its Subsidiaries to, have completed the MUFG Pre-Closing Reorganization provided, however, for these purposes that the failure to obtain any Third Party Consent to any transfer of any MUS Excluded Asset or MUS Excluded Liability which may be required shall not give rise to a failure to complete the MUFG Pre-Closing Reorganization.

Pre-Closing Reorganization. Prior to the Closing, (i) each of FCB and BP shall and cause its applicable Subsidiaries to contribute, assign, transfer, and convey or, with Mountain’s prior written direction or approval, license or sublicense, all of its or their respective right, title and interest in, to, and under the Transferred Assets (and, for the avoidance doubt, excluding the Excluded Assets) to Bridgeburg, free and clear of all Liens (other than Permitted Liens) and (ii) Bridgeburg shall assume, pay, perform and discharge when due the Assumed Liabilities (and, for the avoidance doubt, excluding the Excluded Liabilities), in each case, in exchange for Bridgeburg Ordinary Shares (collectively, the “Pre-Closing Reorganization”). Any agreements, resolutions, consents or other documentation or instruments entered into or executed in connection with the Pre-Closing Reorganization shall be subject to the prior written consent of Mountain. FCB shall (A) keep Mountain updated on a current basis as to the status of the Pre-Closing Reorganization and (B) consult with Mountain regarding the implementation of the Pre-Closing Reorganization.