Restructuring Conditions Clause Samples

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Restructuring Conditions. Subject to strict compliance with the terms and conditions set forth herein, the Lenders agree to refrain from enforcing their rights and remedies based on the Existing Defaults while the Company and its consultants implement their plan for improvement of the Company's financial condition, provided that (i) except to the extent and on the terms set forth expressly herein, the Agent and the Lenders do not waive the Existing Defaults and (ii) the agreement contained herein shall not create a waiver of the right of the Agent or the Lenders, upon the occurrence of an Event of Default hereunder or under the Loan Documents, to enforce available rights and remedies at any time, in their sole discretion, in accordance with the Credit Agreement (as modified herein) and the other Loan Documents. Absent an earlier Event of Default, the Borrowers shall be permitted to implement their restructuring efforts during the period from the Third Amendment Effective Date through September 14, 2001 (the "Restructuring Period"). The Borrowers' restructuring opportunity shall be governed by and subject to the following terms and conditions: a. The Company shall keep the representatives of the Agent and the Lenders apprised of the Borrowers' business and financial operations and of any material discussions and negotiations pertaining to lessors, vendors, suppliers, customers, earn-out creditors, joint venture partners, acquisition targets or potential purchasers of any business segments or significant assets of any Borrower. Reports on such matters shall be provided periodically as appropriate and not less frequently than weekly. b. Notwithstanding any prior practice, the Borrowers shall strictly comply with the financial reporting requirements under the Loan Documents, as modified herein. In addition to the reporting requirements set forth in Sections 6.1 and 6.2 of the Credit Agreement (as modified herein), (i) not later than Thursday of each week during the Restructuring Period, the Company and its financial and operational advisors will deliver to the Agent and the Lenders, in form and detail satisfactory to the Agent, weekly updates related to the detailed 13-week rolling domestic cash flow forecast as required under Section 4.3 of this Amendment; (ii) not later than the tenth (10th) Business Day of each month during the Restructuring Period, the Company and its financial and operational advisors will deliver to the Agent and the Lenders, in form and detail satisfactory to th...
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Restructuring Conditions. The following conditions (the "Restructuring Conditions") shall be conditions precedent to the obligations of the parties hereunder, and all of such Restructuring Conditions will be effected as simultaneously as practical.
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Restructuring Conditions. Section 1.3 of the Second Amendment set forth certain "restructuring conditions" governing the Borrowers' implementation of their business improvement and financial restructuring plan. Such "restructuring conditions" are hereby amended and restated in their entirety as set forth below in this Section 1.
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Restructuring Conditions. Implementation of the Restructuring (and, if applicable, the closing of the several Private Subscriptions between the Company and each Consenting Noteholder) is subject to the satisfaction (or waiver by the Ad Hoc Committee) of the following conditions (the “Restructuring Conditions”): (a) the Senior Bank Creditors agree to reinstate their borrowings in accordance with the terms of the Company’s Senior Bank Credit Facility and do not accelerate any claim for payment under the Senior Bank Credit Facility until the completion of the Restructuring Steps and the Senior Bank Creditors agree to an Amended Senior Credit Facility with the Company which is satisfactory to the Ad Hoc Committee; (b) commencement and successful implementation of the Restructuring Steps, including, without limitation, the delivery of duly authorized, fully paid and non-assessable Restructuring Shares authorized and admitted to trading on the Frankfurt Stock Exchange, against delivery of Notes for cancellation; (c) (i) the necessary resolutions having been adopted by the Current Shareholders at meetings of the Company’s shareholders to implement the Restructuring and the Restructuring Steps in accordance with the terms set forth in this Agreement and (ii) the Company’s Articles of Association having been amended as required under Dutch law to implement the Restructuring Steps in accordance with the terms set forth in this Agreement to the satisfaction of the Ad Hoc Committee; (d) no material adverse tax consequences for the IFCO Group arising from the Restructuring, whether as a result of the issue or exercise of the Exchange Warrants or otherwise; (e) no termination and/or acceleration of any payment obligation of any contract of any company in the IFCO Group which could reasonably be expected to have a material adverse effect on the IFCO Group taken as a whole; and (f) except for litigation known at the time of this Agreement, no litigation is pending or threatened which if resolved in a manner adverse to any company in the IFCO Group could reasonably be expected to cause a material adverse effect on the IFCO Group taken as a whole;
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Restructuring Conditions. HF LLC shall have executed and delivered a counterpart copy of the Stockholders Agreement, and all other conditions to the obligation of the Company to consummate the ICON Restructuring under the Term Sheet shall have been satisfied or waived.
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Restructuring Conditions. All conditions to the obligation of CSFB to consummate the ICON Restructuring under the Term Sheet shall have been satisfied or waived.
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Restructuring Conditions. Section 1.3 of the Third Amendment set forth certain "restructuring conditions" governing the Borrowers' implementation of their business improvement plan. Such "restructuring conditions" are hereby amended and restated in their entirety as set forth below in this Section 1.
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Restructuring Conditions. CSFB shall have executed and delivered a counterpart copy of the Stockholders Agreement, and all other conditions to the obligation of the Company to consummate the Icon Restructuring under the Term Sheet shall have been satisfied or waived.
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Restructuring Conditions. All conditions to the obligation of HF LLC to consummate the ICON Restructuring under the Term Sheet shall have been satisfied or waived.
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Related to Restructuring Conditions

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • Existing Conditions Tenant accepts the Property in its condition as of the execution of the Lease, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Except as provided herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Property or the suitability of the Property for Tenant's intended use. Tenant represents and warrants that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relying on any representations of Landlord or any Broker with respect thereto. If Landlord or Landlord's Broker has provided a Property Information Sheet or other Disclosure Statement regarding the Property, a copy is attached as an exhibit to the Lease.

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.