Pre-Closing Restructuring Clause Samples
The Pre-Closing Restructuring clause outlines the steps and requirements for reorganizing a company's structure, assets, or liabilities before the completion of a transaction. Typically, this clause specifies which assets or business units must be transferred, spun off, or otherwise restructured, and may set deadlines or conditions that must be met prior to closing. Its core function is to ensure that the company being acquired or sold is in the agreed-upon form at closing, thereby aligning the transaction with the parties' expectations and mitigating risks related to unwanted assets or liabilities.
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Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms.
(b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior to the Closing. Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed.
(c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the ...
Pre-Closing Restructuring. The Pre-Closing Restructuring shall have been completed.
Pre-Closing Restructuring. The restructuring contemplated by Section 8.10 shall have been completed to the reasonable satisfaction of the Buyer.
Pre-Closing Restructuring. The Seller shall cause the transactions set forth on Section 5.8 of the Seller Disclosure Schedule (the “Pre-Closing Restructuring”) to be consummated in accordance therewith.
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"). -------------
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. Subject to Section 6.11, during the period from the date of this Agreement to the earlier of termination of this Agreement in accordance with its terms or the Effective Time, the Company will, and will cause each of its Company Subsidiaries to, reasonably cooperate with the Parent to develop, and to prepare for the implementation of, any restructuring or other transaction requested (in writing) by the Parent in order to facilitate the post-Closing optimization (as determined by the Parent in its sole discretion) of the Surviving Corporation’s and any Surviving Corporation Subsidiary’s capital structures; provided that neither the Company nor any Company Subsidiary nor any of their Respective Representatives will be required to enter into any certificate, document, agreement or instrument, or enter into any other transaction, which will be effective prior to the Effective Time, or incur any liability prior to the Effective Time.
Pre-Closing Restructuring. (a) Prior to the Closing, and as promptly as practicable following the date of this Agreement, CCO shall apply for a variance from the Ohio Division of Cannabis Control to permit CCO to cause the provisional license for the Additional Location and all assets exclusively related to the Additional Location to be transferred to a newly formed entity, as a direct, wholly owned subsidiary (“New Sub”) of Cannabist (“New Sub Member”); provided such transfer shall not occur until such variance is granted, and with such approved transfer to be effective immediately prior to, and subject to, the Closing.
(b) Subject to the foregoing, if, at or prior to the Closing, the Ohio Division of Cannabis Control has not issued a certificate of operation for the Additional Location, then the following shall occur:
(i) CCO shall transfer the provisional license for the Additional Location and all assets exclusively related to the Additional Location to New Sub;
(ii) New Sub Member shall grant Buyer an option to buy all of the issued and outstanding equity, voting and economic interests of New Sub from New Sub Member in exchange for the purchase price of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Additional Location Deposit”) pursuant to a Membership Interest Purchase Option Agreement, in form and substance attached hereto as Exhibit F (the “MIPOA” and the Transactions, the “Option”); and
(iii) New Sub, Buyer and certain of their respective Affiliates shall enter into a loan and security agreement, in each case in form and substance attached hereto as Exhibit G (the “Grid Note”), and a Consulting and Staffing Services Agreement, in form and substance attached hereto as Exhibit H (such exhibits collectively, the “MIPOA Ancillary Agreements” and together with the MIPOA, the “MIPOA Documents”); provided that the Members shall provide copies of all such MIPOA Documents to the Ohio Division of Cannabis Control prior to and in advance of execution thereof.
(c) Notwithstanding the foregoing, in the event the Ohio Division of Cannabis Control requests any amendments with respect to the Additional Location, the Parties shall cooperate and negotiate in good faith (i) to agree upon an alternative arrangement and structure to effectuate the transactions contemplated by this Agreement or any Transaction Agreement that most closely captures the intentions of the existing Transaction Agreements, and (ii) to amend the Transaction Agreements, or enter into any subsequent Transa...
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. Prior to the Closing Date, Seller shall cause the applicable Company Group members to undertake the following actions: (a) Birmingham Southern Railroad Company shall declare an in-kind dividend, in the form of all of the issued and outstanding equity securities of WGN (the “WGN Equity”), to the Company, as its sole shareholder and (b) the Company shall declare an in-kind distribution in the form of the WGN Equity to Seller, as its sole member. For the avoidance of doubt, any intercompany accounts or agreements between WGN, on the one hand, and the Company Group members, on the other hand, shall be settled or terminated prior to Closing, pursuant to Section 5.09.