Redomestication Clause Samples

Redomestication. (a) If the Borrower elects to consummate the Redomestication Transactions, the Borrower (i) shall cause such Redomestication Transactions to be consummated substantially in accordance with the Redomestication Merger Agreement and Redomestication Schemes of Arrangement (without any waiver of the conditions provided therein where such waiver would be adverse to the interests of the Lenders in any material respects) and in compliance in all material respects with all applicable laws, regulations and governmental and judicial approvals (including, without limitation, the court orders sanctioning the Redomestication Transactions obtained from the Grand Court of the Cayman Islands), and (ii) shall not effect the consummation of the Redomestication Transactions if such consummation would result in or cause to occur any Default or Event of Default or any breach or default under the terms of the Revolving Credit Agreements, the Indentures, or any other indentures, credit or loan agreements, leases or other financing agreements in respect of any Material Indebtedness, or other agreements the breach or default of which could reasonably be expected to have a Material Adverse Effect. (b) Upon or prior to consummation of the Redomestication Transactions, the Borrower shall deliver or cause to be delivered the following agreements and documents to the Administrative Agent (including by facsimile or other electronic means), all in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers and in sufficient number of signed counterparts, where applicable, to provide one for each Lender: (i) the Holdings Guaranty; (ii) certificates of the Secretary or Assistant Secretary of Holdings containing specimen signatures of the persons authorized to execute and deliver the Holdings Guaranty on behalf of Holdings, together with (x) copies of resolutions of the board of directors or comparable body of Holdings authorizing the execution and delivery of the Holdings Guaranty, (y) copies of Holdings’ organizational and other governance documents, and (z) a certificate of incorporation or other governmental registration or filing made in respect of the incorporation or formation of Holdings; (iii) copies of any necessary governmental or third party approvals, registrations or filings in respect of the Holdings Guaranty; (iv) opinions of counsel reasonably satisfactory to the Administrative Agent and the Joint Arrangers in respect of the Borrower, Holdings, t...

Redomestication. At such time as the Redomestication Transactions shall be consummated, (i) the conditions to the consummation of the Redomestication Transactions as provided in the Redomestication Merger Agreement and Redomestication Schemes of Arrangement shall have been satisfied as of such time (other than any such conditions waived by the parties thereto where such waiver would not be adverse to the interests of the Lenders in any material respects), (ii) such Redomestication Transactions shall have been consummated in accordance with the terms of the Redomestication Merger Agreement and Redomestication Schemes of Arrangement and in compliance in all material respects with all applicable laws, regulations and governmental and judicial approvals (including, without limitation, the court orders sanctioning the Redomestication Transactions obtained from the Grand Court of the Cayman Islands), and (iii) such consummation of the Redomestication Transactions shall not have resulted in or caused to have occurred any Default or Event of Default, or any breach or default under the terms of the Indentures, the 364-Day Revolver Agreement, the Term Credit Agreement, or any other indenture, credit or loan agreement, lease, or other financing agreement evidencing or governing any other Material Indebtedness, or other material contract or agreement of the Borrower or its Subsidiaries the breach of which could reasonably be expected to have a Material Adverse Effect.

Redomestication. At or prior to the Closing, or as soon as practicable thereafter, CET shall take, or cause to be taken, all actions necessary to redomesticate from the State of California to the State of Colorado.

Redomestication. The Cedant shall not redomesticate from the State of Michigan to a state where the Reinsurer is not certified as a “certified reinsurer” without providing at least seventy-five (75) days’ prior notice of its intent to so redomesticate to the Reinsurer.

Redomestication. The Redomestication shall have been consummated.

Redomestication provided that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

Redomestication. (a) At any time following the six (6) month anniversary of the Effective Date, ISE Holdings may, at its option, request that the Company redomesticate to Delaware through a merger with and into either, at the direction of the Company after consu ltation with ISE Holdings, a corporation or a limited liability company (the “ Redomestication”). The Board shall consider in good faith the merits and any risks of Redomestication at such time and notify ISE Holdings of its determination whether or not th e Company will undertake the Redomestication within thirty (30) days following receipt of such request. If the Board determines in good faith that Redomestication would not reasonably be expected to be in the best interests of the Company, then the Company may decline ISE Holdings' request at such time; provided that the Company shall not be required to take any action that would not reasonably be expected to be tax-free to the Members; and provided, further, that ISE Holdings shall be entitled to make additional requests for Redomestication no more than once every six (6) months after the Board declines a request for Redomestication in accordance with this Section 6.18 and the Company shall be required to comply with this Section 6.18 anew. If the Board d oes not decline any such requested Redomestication within the thirty (30) day time period prescribed above, then the Board shall cause the Company to use commercially reasonable efforts to complete the Redomestication within one hundred twenty (120) days f ollowing receipt of a requested Redomestication. (b) In connection with any Redomestication, the Members shall receive, in exchange for their respective Units, shares of capital stock or other interests in a Delaware corporation or limited liability company, a s the case may be, having the same relative economic interest and other rights and obligations in such corporation or limited liability company , as applicable, as is set forth in this Agreement, subject to any modifications deemed appropriate by the Company and the Members, in consultation with their respective representatives, as a result of the Redomestication. At the time of any Redomestication and subject to any legal, regulatory, stock exchange or other similar requirements, the Members shall take all actions reasonably requested by the Company in connection with such Redomestication and to cause the resulting corporation or limited liability company, as applicable, to be governed substantially as...

Redomestication. Nothing in this Agreement prohibits Parent from redomesticating as a Delaware corporation.

Redomestication. The Redomestication shall have occurred; and