Reorganized Company. (a) If the Non-Ascent Restructuring Toggle shall not have occurred and the Merger is consummated on or prior to the Plan Effective Date, the Company Parties shall cause the New Common Stock to be registered under Section 12(g) of the Exchange Act as promptly as practicable after the Closing (including, if the Registration Statement is then effective, by filing a Form 8-A with the SEC on the Plan Effective Date). If the Non-Ascent Restructuring Toggle occurs, the Company Parties shall, if requested in writing by the Requisite Commitment Parties, cause the New Common Stock to be registered under Section 12(g) of the Exchange Act as promptly as practicable after the Closing.
Reorganized Company. (a) The Requisite Commitment Parties have the right at any time prior to the Disclosure Statement hearing, to elect to require that as of the Effective Date, the Company be organized in a different corporate form or a Person other than the Company (a “New Parent”) serve as the parent entity of the Debtors and the issuer of equity interests in the Transactions (in each case, a “Company Restructuring”).
Reorganized Company. (a) The Requisite Commitment Parties have the right at any time prior to the Disclosure Statement hearing, to elect to require that as of the Effective Date, the Company be organized in a different corporate form or a Person other than the Company (a “New Parent”) serve as the parent entity of the Debtors and the issuer of equity interests in the Transactions (in each case, a “Company Restructuring”). (b) Unless otherwise determined by the Requisite Commitment Parties, the Debtors shall, and hereby agree to, use reasonably best efforts to cause the reorganized Company (A) to be registered under Section 12 of the Exchange Act on the Effective Date or as promptly as practicable thereafter and/or (B) to be qualified for quotation and have its securities regularly traded (as defined by the Code) on the OTC Bulletin Board (or other available over the counter market) or listed on a national securities exchange, as determined by the Requisite Commitment Parties. (c) If the Requisite Commitment Parties determine to cause a Company Restructuring, then this Agreement shall be amended as necessary to reflect such determination, and the Company shall use its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable in order to effectuate the Company Restructuring, including, if applicable, causing the New Parent to enter into and become a party to this Agreement and become fully bound by the agreements and obligations of 50
Reorganized Company. (a) . If, in accordance with Section 6.2, the Plan provides that a Person other than the Company (a “New Parent”) serve as the parent entity of the Debtors, then this Agreement shall be amended as necessary to reflect such determination, and the Debtors shall use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable in order to effectuate such restructuring, including, if applicable, causing the New Parent to enter into and become a party to this Agreement and become fully bound by the agreements and obligations of the Debtors hereunder and make the representations and warranties made by the Debtors hereunder and thereunder.
Reorganized Company. (a) The Requisite Commitment Parties have the right at any time prior to the Disclosure Statement hearing, to elect to require that (i) the Reorganized Company be organized as a Delaware limited liability company instead of a Delaware corporation and/or (ii) the Debtors use reasonably best efforts to either (A) cause Linn Energy, LLC’s registration under Section 12 of the Exchange Act to be terminated on the Effective Date or as promptly as practicable thereafter or (B) cause the Reorganized Company to be registered under Section 12 of the Exchange Act (as the “successor issuer” to Linn Energy, LLC or otherwise) on the Effective Date or as promptly as practicable thereafter.
Reorganized Company. (a) In all cases, (i) the Debtors shall conduct the Rights Offerings, (ii) the Reorganized Company shall be a successor to Xxxxxxx Group Inc. under the Plan and the Rights Offerings will be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code or the exemption from registration set forth in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder or another appropriate exemption, and (iii) the Reorganized Company Organizational Documents will provide that the Reorganized Company’s initial board of directors will be constituted on the Effective Date pursuant to the Restructuring Term Sheet and the Plan and will contain the Chief Executive Officer and at least one member designated by the Required Supporting Secured Noteholders, which shall be the continuing directors, and will adopt resolutions authorizing the Reorganized Company to do all actions required to consummate the Rights Offerings and the Plan.
Reorganized Company. The Parties shall work together in good faith and use commercially reasonable efforts to structure and implement the Restructuring Transactions in a tax-efficient and cost-effective manner for the Debtors and the Equity Commitment Parties. The Equity Commitment Parties may request at any time prior to the Disclosure Statement hearing that the Company be (1) organized in a different form or jurisdiction or (2) that a Person other than the Company serve as the parent entity of the Debtors, the issuer of the Shares and the issuer of equity interests in the Rights Offering; provided that, nothing in this Section 6.13 shall require the Company or any of its Affiliates to take any actions that would reasonably be likely to delay the consummation of the Plan or impede consummation of the Plan.
