Pre-Closing Reorganization. Within 90 days following the date of this Agreement, Seller Parent shall deliver to Buyer Parent a draft Pre-Closing Reorganization Plan. Pursuant to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit C, the terms of this Agreement shall prevail, except to the extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Business, in accordance with the Pre-Closing Reorganization Plan, cooperating in good faith with respect to the transactions set forth in such steps plan; and (y) Seller Parent shall, and shall cause its Affiliates, as applicable, to, take such steps as are required to effect the Pre-Closing Reorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the Closing.
Pre-Closing Reorganization. The Company agrees that upon written request by Parent, the Company shall consider in good faith (a) cooperating with Parent to determine the nature of, and (b) implementing or having its wholly-owned Subsidiaries implement, in each case, such corporate reorganizations of the Company’s Subsidiaries’ corporate structure as Parent may reasonably request in writing at least twenty (20) days prior to the Closing to provide for the optimal structure of the Company’s Subsidiaries at the Closing; provided that, if the Company provides such cooperation or implementation, it shall be at Parent’s sole cost and expense and subject to applicable Laws (the “Pre-Closing Reorganization”). For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, the Company shall not be required to cooperate with or participate in or to effect (and will not be required to cause any of its Subsidiaries to cooperate, participate in or to effect) any Pre-Closing Reorganization or take any other action pursuant to this Section 5.16 if the Company determines in good faith that such Pre-Closing Reorganization (i) could not be unwound in the event the Merger is not consummated without adversely affecting or being prejudicial to the Company or any of its Subsidiaries, (ii) would result in any contravention or breach by the Company or any of its Subsidiaries of their respective organizational documents, any Contract or any Law or Permit, (iii) would be effected earlier than the day before the Closing Date, (iv) would change the form or reduce the amount of the Merger Consideration or change the Tax consequences to the Company’s stockholders, (v) would require the Company to obtain the prior approval of the Company’s stockholders, (vi) would prevent, impair or delay the consummation of the Merger or the satisfaction of any condition to the obligations of the parties set forth in Article VI, including any approval required from a Governmental Entity or any other person, or (vii) would otherwise have a more than de minimis adverse effect on the Company or any of its Subsidiaries in the event the Closing does not occur (taking into account the indemnity provided by Parent pursuant to the final sentence of this Section 5.16). Parent must provide written notice to the Company of any proposed Pre-Closing Reorganization as promptly as practicable (and, in any event, at least twenty (20) days prior to the Closing Date). Notwithstanding anything in this Agreement to the con...
Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been consummated.
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 will have been completed as contemplated herein.
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. 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. 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. (a) The Partnership and the General Partner agree that, upon reasonable request of Parent and upon reasonable prior notice from Parent, the Partnership and the General Partner shall use commercially reasonable efforts to:
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.
