Reorganization Transaction. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, so long as there shall not exist any pending or threatened action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality which contests the consummation of any of the following transactions, upon an election by Holdings,
Reorganization Transaction. If Response becomes a party to a Reorganization Transaction (defined below), the Board of Directors of Response shall either: (i) provide for Employee to receive upon the exercise of the Options, in substitution for Option Shares issuable or transferrable to him upon the exercise of outstanding Options, the same stock, securities, cash or other property to be received by owners of Common Stock of Response as a result of such Reorganization Transaction; or (ii) upon written notice to the employee, provide that the Options shall be immediately exercisable and further that they shall be terminated unless exercised within 60 days after the date of such notice. For the purposes hereof, the term "Reorganization Transaction" means a merger, consolidation or similar reorganization of Response, the complete liquidation of Response, or the sale of all or substantially all of the assets of Response.
Reorganization Transaction. In the event of any Reorganization Transaction, then, and in each such case, the Company will mail or cause to be mailed to the Global Warrantholder and each other Warrantholder, as promptly as reasonably practicable upon execution of the agreement providing for such Reorganization Transaction, a notice specifying the effective date on which such Reorganization Transaction is or is expected to take place, and the time, if any is to be fixed, as of which the holders of record of Common Shares (or such other stock or Securities at the time deliverable upon the exercise of a Warrant) shall be entitled to exchange their Common Shares (or such other stock or Securities) for Securities or other property deliverable upon such Reorganization Transaction.
Reorganization Transaction. Parent has no present plan or intent to liquidate the Surviving Corporation or sell or transfer to a subsidiary, or otherwise dispose of the historic business assets of the Company. Neither Parent nor Surviving Corporation, as applicable, shall, pursuant to a plan in effect on the date hereof, (i) discontinue the historic business of the Company, (ii) transfer all or substantially all of the stock or assets of the Surviving Corporation to an affiliate, or to any third party, (iii) cause Surviving Corporation to merge or consolidate with or into any other entity, or (iv) take any other action that would result in a treatment of Stockholder's receipt of the Merger Consideration other than pursuant to Section 368(a)(2)(E) of the Code.
Reorganization Transaction. 118 11.13. Confidentiality ........................................................ 119 11.14. Other Transactions ..................................................... 120 11.15.
Reorganization Transaction. If the Reorganization Transaction is to be consummated, on the Effective Date or as soon as reasonably practicable thereafter, the Reorganized Debtors, as applicable, shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring Transactions. On the Effective Date, the New Board shall be established, and the Reorganized Debtors shall adopt their New Corporate Governance Documents. The Reorganized Debtors shall be authorized to adopt any other agreements, documents, and instruments and to take any other actions contemplated under the Prepackaged Plan as necessary to consummate the Prepackaged Plan. Cash payments to be made pursuant to the Prepackaged Plan will be made by the Debtors or Reorganized Debtors, as applicable. The Debtors and Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Debtors or Reorganized Debtors, as applicable, to satisfy their obligations under the Prepackaged Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices and will not violate the terms of the Prepackaged Plan. From and after the Effective Date, the Reorganized Debtors, subject to any applicable limitations set forth in any post-Effective Date agreement, shall have the right and authority without further order of the Bankruptcy Court to raise additional capital and obtain additional financing, subject to the New Corporate Governance Documents, and the New Debt Documents, as the Governing Bodies of the applicable Reorganized Debtors deem appropriate.
Reorganization Transaction. In the event of an Reorganization Transaction, on the Effective Date, except as otherwise provided in Article V.H and elsewhere herein, all Executory Contracts or Unexpired Leases not otherwise assumed or rejected will be deemed assumed by the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those that are: (a) identified on the Rejected Executory Contracts and Unexpired Leases Schedule; (b) previously expired or terminated pursuant to their own terms; (c) have been previously assumed or rejected by the Debtors pursuant to a Final Order; (d) are the subject of a motion to reject that is pending on the Effective Date; or (e) have an ordered or requested effective date of rejection that is after the Effective Date.
Reorganization Transaction. (a) The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the California General Corporation Law, Sub shall be merged into Company. At the Effective Time, the separate existence of Sub shall cease, and Company shall continue as the surviving corporation (the “Surviving Corporation”) under the name of Global Jewelry Concepts, Inc.
Reorganization Transaction. The Reorganization Transaction shall have occurred.
Reorganization Transaction. The Reorganization Transaction shall have been completed as described in the Prospectus and, as of the First Closing Date: (i) the Transaction Documents shall have been executed and delivered and (ii) the Amended and Restated Charter shall have been filed with the Secretary of the State of Delaware and shall be in full force and effect.
