Pre-Closing Reorganization Sample Clauses
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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. 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. The Sellers shall, at the sole cost and expense of the Buyers, cause the QNX Entities to effect such reorganizations of the business, operations and assets of the QNX Entities (each a “Pre-Acquisition Reorganization”) prior to or as of Closing as set forth on Schedule 5.11 of the Disclosure Letter and shall use commercially reasonable efforts to effect such other Pre-Acquisition Reorganizations as the Buyers may request, acting reasonably and to which Sellers consent (such consent not to be unreasonably withheld), provided that any such Pre-Acquisition Reorganization (a) will not be prejudicial to the Sellers; (b) is not prejudicial to the QNX Entities in the event that Closing is not completed; (c) will not result in any breach by the Sellers of any of its representations, warranties, covenants and agreements under this Agreement or the other Transaction Documents (except if the Buyers waive in writing such breach); (d) will not require any material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Authority; (e) is not reasonably expected by the Sellers to result in any additional Taxes for the Sellers or any of the QNX Entities (whether or not the Closing is completed) and (f) will not result in any delay in the completion of the transactions contemplated by this Agreement and the Transaction Documents. The Buyers shall provide the Sellers with written notice of any proposed Pre-Acquisition Reorganization at least twenty (20) days prior to the anticipated Closing Date (provided that if the Sellers do not object within ten (10) days of receiving the Buyers’ notice, the Sellers’ consent will be deemed to have been given).
Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been consummated.
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. (a) As promptly as practicable after the date hereof, and in any event, no more than forty five (45) days after the date hereof (or such later date as may be agreed between the parties), the Company Signatories shall (i) consummate the Securities Conversion, (ii) thereafter consummate the Contribution, and (iii) thereafter consummate the Sale, and shall cause the Group Companies to, take all actions necessary or appropriate to accomplish Pre-Closing Reorganization. Following the Pre-Closing Reorganization, the Company Signatories shall, and shall cause the Group Companies to, take all actions necessary or appropriate to accomplish the Xtribe PLC Dissolution as promptly as practicable.
(b) The Company Signatories shall:
(i) ensure, and cause the Board of Directors of Xtribe PLC to ensure, that at no time after the date of closing of the Sale shall Xtribe PLC (A) take any action that might prevent the Application for Strike Off from being made (including any action set out in Section 1004 or 1005 of the United Kingdom Companies Act 2006), (B) take any action that might require the Application for Strike Off to be withdrawn (including any action set out in Section 1009 of the United Kingdom Companies Act 2006), or (C) take or omit to take any action that could reasonably be expected to cause any objection to the Application for Strike Off by any interested party to be successful;
(ii) ensure that Xtribe PLC and the members of the Board of Directors of Xtribe PLC comply in all respects with their obligations under Sections 1006 and 1007 of the United Kingdom Companies Act 2006 in relation to the Application for Strike Off; and
(iii) cause the members of the Board of Directors of Xtribe PLC to submit, duly signed and completed, to the Registrar of Companies (England and Wales) all documents required to make the Application for Strike Off no later than four months after the date of closing of the Sale.
(c) The Company Signatories shall, and shall cause the Group Companies to, in consultation with WinVest, prepare and file any required notifications or filings under any applicable Law in connection with the Pre-Closing Reorganization and Xtribe PLC Dissolution and promptly and in good faith respond to all requests by a Governmental Authority in connection with any such notifications and filings. The Company Signatories will, prior to the Closing, promptly provide WinVest with copies of all material written communications (and memoranda setting forth the substance...
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. 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. 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.