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”):
Reorganization Transactions. Each of the Reorganization Transactions shall have been 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 shall 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).
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. 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, Minnesota Mutual Life, on behalf of Fund D, 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 Fund D to the Series Fund, the portfolio assets to be held as the property of the Series Fund's Stock Portfolio. All portfolio assets of Fund D are ones that are suitable to be purchased and held by the Stock Portfolio of the Series Fund.
Reorganization Transactions. Subject to Section 3.08, Alcan agrees to cause the Reorganization Transactions to be completed substantially in the manner described on SCHEDULE 3.01. Unless otherwise specified on SCHEDULE 3.01, the Reorganization Transactions shall be completed on or before the Reorganization Date.