Reorganization Transactions Clause Samples

Reorganization Transactions. (a) [Intentionally Omitted]. (b) Immediately prior to the Closing, Visant shall cause ▇▇▇ ▇▇▇▇▇▇▇▇ and the Transferred Subsidiaries to transfer, assign, convey and deliver to Visant or any of its Affiliates (other than ▇▇▇ ▇▇▇▇▇▇▇▇ and the Transferred Subsidiaries), and shall cause Visant or any of its Affiliates (other than ▇▇▇ ▇▇▇▇▇▇▇▇ and the Transferred Subsidiaries) to assume, all of ▇▇▇ ▇▇▇▇▇▇▇▇ and the Transferred Subsidiaries’ existing right, title and interest in and to, the following (collectively, the “Excluded Assets”): (i) all of the capital stock of The Lehigh Press, Inc. and Precision Offset Printing Company, Inc.; (ii) all rights, title and interest in the production assets located at the Owensville East facility, including the production assets set forth in Section 5.16(b)(ii) of the Visant Disclosure Schedule. Such assignments, transfers, conveyances and deliveries shall be by means of documentation in form and substance reasonably acceptable to Buyer, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (c) Immediately prior to the Closing, Visant shall, or shall cause any of its Affiliates (other than ▇▇▇ ▇▇▇▇▇▇▇▇ and the Transferred Subsidiaries) to, assume, become responsible for and agree to pay, perform and discharge when due and hold ▇▇▇ ▇▇▇▇▇▇▇▇ and the Transferred Subsidiaries and Buyer and their respective Affiliates harmless from and against the Excluded Liabilities. Such assumptions shall be by instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer, as may be necessary to effect Visant or any of its Affiliates’ (other than ▇▇▇ ▇▇▇▇▇▇▇▇ and the Transferred Subsidiaries) assumption of the Excluded Liabilities, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld.

Reorganization Transactions. Prior to or substantially concurrent with the issuance of the Underwritten Shares and payment therefor in accordance with this Agreement, the Reorganization Transactions shall have been consummated in a manner consistent in all material respects with the descriptions thereof in the Registration Statement, Pricing Disclosure Package and the Prospectus.

Reorganization Transactions. Each of the Reorganization Transactions has been, on or before the Closing Date, consummated in accordance with the terms and provisions of the agreements and documents governing such transactions, and true and correct copies of such agreements and documents have been delivered to the Administrative Agent.

Reorganization Transactions. (a) Effective immediately prior to the Effective Time, (i) the Existing LLC Agreement shall be amended and restated and this Agreement shall be adopted and (ii) all of the membership interests in the Company prior to the adoption of this Agreement shall be recapitalized to consist solely of a single class of Units with the rights and privileges as set forth in this Agreement and each Member will receive its pro rata share of such Units in accordance with the Master Reorganization Agreement and the right to receive the Class B Shares pursuant to Section 3.1(c). (b) Immediately following the initial closing of the IPO, (i) PubCo shall contribute to Managing Member Blocker all of the net proceeds received by PubCo in connection with such initial closing and [●] Class B Shares and (ii) Managing Member Blocker shall in turn contribute to the Company such net proceeds of the initial closing and such Class B Shares received from PubCo in exchange for the issuance of [●] Units. (c) Immediately following the contribution described in Section 3.1(b), the Company shall distribute to each of the Members (other than PubCo and its Subsidiaries), pro rata, in accordance with the number of Units owned by each Member, the Class B Shares contributed to the Company pursuant to Section 3.1(b). (d) Immediately following any closing of the issuance and sale of Class A Shares pursuant to the Option, PubCo shall contribute all of the net proceeds received pursuant to such Option exercise to Managing Member Blocker, and Managing Member Blocker shall in turn contribute such net proceeds to the Company in exchange for a number of Units equal to the number of Class A Shares issued and sold pursuant to such Option exercise.

Reorganization Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Section 2.1, or cause such actions to take place (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”): (a) One Business Day prior to the IPO Closing Date, the applicable parties shall take the actions set forth below (or cause such action to take place): (i) Pubco shall adopt and file with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation of Pubco, in substantially the form attached hereto as Exhibit A (the “Amended and Restated Certificate of Incorporation”), with such changes or modifications as approved by the Board. (ii) Pubco shall adopt Amended and Restated Bylaws of Pubco in substantially the form attached hereto as Exhibit B (the “Amended and Restated Bylaws”), with such changes or modifications as approved by the Board. (b) Prior to the IPO Closing Date, the applicable parties shall take the actions set forth below (or cause such actions to take place), which shall, in each case, be effective immediately prior to the IPO Closing and in the following order:

Reorganization Transactions. Prior to or substantially concurrent with the Closing Date, the Reorganization Transactions shall have been consummated in a manner substantially consistent with the description thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Reorganization Transactions. To the extent not completed prior to the date of this Agreement, the Seller shall, or shall cause its applicable Affiliates and, to the extent it has the Legal Right, each of the Javelina Partnerships to, perform each of the Reorganization Transactions.

Reorganization Transactions. In the event that TopCo Parent or one of its Affiliates enters into a capital reorganization transaction (a “Reorganization”) (whether structured as a contribution, merger, conversion, consolidation, recapitalization or otherwise) in which TopCo Parent, directly or indirectly, exchanges all of its Common Stock for substantially similar equity securities of a newly formed holding company (“New Holdco”), the Investor shall, in connection with such Reorganization, exchange all of its Lock-Up Shares for substantially similar equity securities of New Holdco and, upon such exchange, the Investor shall cease to be a holder of its Lock-Up Shares. Upon the occurrence of a Reorganization, either (a) New Holdco shall assume all obligations of the Company under this Agreement and all references herein to the Company and its Lock-Up Shares (or terms of similar import) would be deemed changed mutatis mutandis to reflect the issuance of the substantially similar equity securities of New Holdco by New Holdco and their attendant rights, privileges, covenants and restrictions and the assumption of this Agreement or (b) the Investor and New Holdco shall enter into a new agreement based on terms that are no less favorable to the Investor than the terms set forth in this Agreement. The Investor agrees to execute any agreements, documents or other instruments in connection with the Reorganization that are reasonably necessary and/or proper to consummate the Reorganization.

Reorganization Transactions. Section 2.01 As of the Effective Time, American Fidelity, on behalf of Account A, will sell, assign and transfer all cash, securities and other investments held or in transit, receivables for sold investments and dividend and interest receivables ("portfolio assets") of Account A to the Fund, the portfolio assets to be held as the property of the Fund. Section 2.02 In exchange for the portfolio assets of Account A, the Fund will issue shares to American Fidelity for the account of Continuing Account A and will assume any unsatisfied liabilities incurred by Account A before the Effective Time, including obligations to pay for securities or other investments purchased and to pay accrued management and investment advisory fees. The number of full and fractional shares of the Fund to be issued in the exchange shall be determined by dividing the value of the net assets of Account A to be trans- ferred, as of the close of trading on the first business day preceding the Closing Date, by the initial share value assigned to the shares of the Fund. Section 2.03 As of the Effective Time, American Fidelity shall cause the shares it receives from the Fund, pursuant to Section 2.02 above, to be duly and validly recorded and held on its records as assets of Continuing Account A, such that the Contract Owners' interests in Continuing Account A after the Closing Date will then be equivalent to their interests in Account A immediately prior to the Reorganization. American Fidelity shall take all action necessary to ensure such interests in Continuing Account A, immediately following the Effective Time, are duly and validly recorded on the Contract Owners' and participants' individual account records. Section 2.04 The Fund shares to be issued hereunder shall be issued in open account form by book entry without the issuance of certificates. Each share that is issued pursuant to Section 2.02 above will be issued for a consideration equal to the initial value of Fund shares. Section 2.05 If, at any time after the Closing Date, Continuing Account A, the Fund or American Fidelity shall determine that any further conveyance, assignment, documentation or action is necessary or desirable to complete the Reorganization contemplated by this Agreement or to confirm full title to the assets transferred, the appropriate party or parties shall execute and deliver all such instruments and take all such actions. Section 2.06 Following the Closing Date, American Fidelity shall make available...