Pre-Closing Restructuring. (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Rest...
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.
Pre-Closing Restructuring. Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, take such actions as are necessary to effectuate the restructuring set forth on Schedule 6.13 (the “Pre-Closing Restructuring”), and the Company shall cause the Pre-Closing Restructuring to be consummated prior to the earlier of (x) the launch of any consent solicitation, tender offer, exchange offer or change of control tender offer contemplated by Section 6.12 and (y) the commencement of the Marketing Period; provided that, prior to taking any action to effect such Pre-Closing Restructuring, the Company shall provide Parent a reasonable opportunity to review and comment on the Company’s proposed steps to effect such Pre-Closing Restructuring and the Company shall consult with, and consider any comments by, Parent in good faith prior to taking any action contemplated under this Section 6.13.
Pre-Closing Restructuring. The Pre-Closing Restructuring shall have been completed.
Pre-Closing Restructuring. The Company and the Cision Owner shall, and shall cause their respective Subsidiaries and Affiliates to, effectuate and consummate the Pre-Closing Restructuring prior to the Closing in accordance with the terms set forth on Schedule 1.01(a).
Pre-Closing Restructuring. (a) The Sellers shall use their commercially reasonable efforts prior to Closing to take, or cause their respective Affiliates to take, such actions as may be necessary or appropriate to timely achieve the Dutch corporate restructuring sufficiently known to the Parties, including (i) a reduction of the capital of Xxxxxxxxx Refined Products B.V. with approximately EUR 21 million by means of a distribution to Xxxxxxxxx Dutch Holdings B.V. prior to year-end and (ii) conversion of the Dutch Parent Company from a cooperative with excluded liability (coöperatie met uitgesloten aansprakelijheid) to a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid). The obligations of the Sellers to complete the restructuring under sub-Section (ii) of this Section 7.23(a) are conditioned upon the Dutch Parent Company having obtained a ruling from the Dutch Tax authorities that the conversion will not result in a taxable transaction. Save for actions that cannot be delayed, prior to effecting the actions contemplated under sub-Sections (i) and (ii) of this Section 7.23(a), the Sellers shall provide the Purchaser with copies of any draft agreements, resolutions, filings or other material documents relating to actions contemplated under sub-Sections (i) and (ii) of this Section 7.23(a) and shall consider in good faith the views of the Purchaser with respect to such drafts and the restructuring and related actions.
Pre-Closing Restructuring. The restructuring contemplated by Section 8.10 shall have been completed to the reasonable satisfaction of the Buyer.
Pre-Closing Restructuring. In the event that Debt Financing will be funded at the Closing, the Company Entities shall, and shall cause the Company Subsidiaries to, complete the transactions in accordance with the step plan set forth on Section 7.15 of the Company Disclosure Letter (the “Restructuring Steps”). Any amounts that are distributed in respect of an OpCo Membership Interest in respect of the distributions contemplated by Step 11 of the Restructuring Steps shall be the “OpCo Membership Interest Distribution Amount” with respect to such OpCo Membership Interest. The Company Entities shall provide the Parent Entities with a reasonable opportunity to review any certificates, filings, contracts, agreements or other documentation, and any amendments or supplements thereto, to be made or entered into in order to effect the Restructuring Steps (the “Restructuring Documents”) and shall consider any comments that the Parent Entities have in good faith. Notwithstanding anything to the contrary in this Section 7.15 or any other provision of this Agreement, to the extent that, following the date hereof, any of the transactions contemplated by the Restructuring Steps would violate any applicable Law or become legally impermissible, then the Parent Entities and the Company Entities shall discuss and negotiate in good faith one or more amendments to the Restructuring Steps as may be required to avoid such consequences (it being agreed that if the parties cannot mutually agree to an amendment in advance of the Closing, then the Company Entities will be under no obligation to effect such transaction or transactions prior to the Closing). For the avoidance of doubt, the Company Entities or the Company Subsidiaries shall be deemed to be in compliance with this Section 7.15 in all respects, including for purposes Section 8.02(b), in the event that the proceeds of the Debt Financing are not available or have not been funded at the Closing other than as a result of the Company Entities failing to comply with its obligations under this Section 7.15.
Pre-Closing Restructuring. In accordance with the steps set forth, and otherwise in the manner described, on Section 6.5 of the Company Disclosure Letter (the “Pre-Closing Restructuring Plan”), the Company shall:
Pre-Closing Restructuring. SLI currently owns all of the authorized capital stock of ASPECT, consisting of 668 ordinary shares of ASPECT Common Stock with a nominal value of NLG 1,000.00 per share. On or prior to closing Sylvan will cause all of the following to be completed: (1) ASPECT will purchase all of the issued and outstanding shares of Proxima, BV, a private limited liability company organized under Netherlands law; (2) the name of Proxima, BV shall be changed to "ASPECT International Language Schools II, B.V." (both Proxima, BV and ASPECT International Language Schools II, B.V., "ASPECT II"); (3) ASPECT will contribute all of its assets and liabilities to ASPECT II, which assets consist principally of the stock of certain Subsidiaries that are set forth in SCHEDULE 4.03 as being owned, fully or partially, by ASPECT; (4) ASPECT shall change its name to a name that does not include "Aspect" or any derivative thereof and is not confusingly similar to "ASPECT International Language Schools" or any other Subsidiary of the Companies; and (5) appropriate registrations shall then be made in the Netherlands and the countries where these certain Subsidiaries are incorporated to effect the transactions contemplated by this Section 2.03 (all of the steps to the above-described restructuring transaction shall be collectively referred to herein as the "RESTRUCTURING").
