Restructuring Actions and Related Matters Sample Clauses

Restructuring Actions and Related Matters. 2 Section 2.1 Amended and Restated Certificate of Incorporation and Bylaws of PubCo. 2 Section 2.2 Contribution of Equity Interests in Charah Management and Allied Power Holdings. 2 Section 2.3 Redemption of Equity Interests in Charah LP. 2 Section 2.4 Mergers of Blocker Entities Into PubCo 3 Section 2.5 Distribution of Common Stock to the Charah Executives and Allied Executives. 3 Section 2.6 Sale of Common Stock to Public. 3 ARTICLE III INITIAL PUBLIC OFFERING AND RELATED MATTERS 3 Section 3.1 Underwriting Agreement. 3 Section 3.2 Registration Rights Agreement 3 Section 3.3 Stockholders’ Agreement 4 ARTICLE IV REPRESENTATIONS AND WARRANTIES 4 Section 4.1 Organization. 4 Section 4.2 Authority; Enforceability. 4 Section 4.3 Consents and Approvals; No Violations. 4 Section 4.4 Ownership of Interests 4 Section 4.5 Bankruptcy 4 Section 4.6 Litigation 4 Section 4.7 Independent Investigation 4 Section 4.8 No Tax Representations 5 ARTICLE V MISCELLANEOUS 5 Section 5.1 Consents; Deemed Amendment to Agreements. 5 Section 5.2 Deed; Xxxx of Sale; Assignment. 5 Section 5.3 Tax Certificates. 5 Section 5.4 Tax Treatment. 5 Section 5.5 Right to Indemnification. 5 Section 5.6 Further Assurances. 6 Section 5.7 Power of Attorney. 6 Section 5.8 Notices. 6 Section 5.9 Successors and Assigns; No Third Party Rights 6 Section 5.10 Severability 6 Section 5.11 Waivers and Amendments 6 Section 5.12 Entire Agreement; Survival 6 Section 5.13 Governing Law; Waiver of Jury Trial 6 Section 5.14 Counterparts 7 Exhibits Exhibit A — A&R Certificate of Incorporation of PubCo Exhibit B — A&R Bylaws of PubCo Exhibit C — Form of Certificate of Merger Exhibit D — Form of PubCo Registration Rights Agreement Exhibit E — Form of Stockholders’ Agreement MASTER REORGANIZATION AGREEMENT This Master Reorganization Agreement (this “Agreement”), dated effective as of June [●], 2018, is entered into by and among Charah Management LLC, a Delaware limited liability company (“Charah Management”), Allied Power Holdings, LLC (“Allied Power Holdings”), Charah Solutions, Inc., a Delaware corporation (“PubCo”), Charah Holdings LP, a Delaware limited partnership (“Charah LP”), CEP Holdings, Inc., a Kentucky corporation (“CEP Holdings”), Charah Management Holdings LLC, a Delaware limited liability company (“Charah Management Holdings”), Allied Management Holdings, LLC, a Delaware limited liability company (“Allied Management Holdings”), EBLP Xxxxxx Xxxxxxx, LLC, a Delaware limited liability company (“EBLP Blocker...
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Restructuring Actions and Related Matters 
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Related to Restructuring Actions and Related Matters

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 20,000,000 shares of Preferred Shares, par value $.0001(“Preferred Stock”), of which 31,590,949 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. No Common Stock (i) was issued in violation of the preemptive rights of any shareholder, or (ii) is held as treasury stock.

  • Definitions and Related Matters Capitalized terms used in this Amendment shall have the meaning specified therefor in the License Agreement, and, in addition, the following terms shall have the meaning set forth below:

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, members, partners, stockholders, customers or suppliers of any Partnership Entity, on the other hand, that is required to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (or any documents incorporated by reference therein) that is not so described.

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Liens and Related Matters A. PROHIBITION ON LIENS. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:

  • Indemnification and Related Matters Section 8.01

  • TRAINING AND RELATED MATTERS The parties recognise that in order to increase the efficiency and productivity of the company a significant commitment to structured training and skill development is required. Accordingly the parties commit themselves to:

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