Restructuring Matters Sample Clauses

Restructuring Matters. .. 65 SECTION 7.15 Cooperation and Exchange of Tax Information; Preparation of Tax Returns................................ 66 SECTION 7.16
Sample 1
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Restructuring Matters. The Company shall provide Parent and its Representatives from time to time a reasonable opportunity to review and evaluate the Company’s European restructuring plan (including as such plan has been disclosed in the Company SEC Documents prior to the date of this Agreement, the “Restructuring Plan”), including by allowing Parent and its Representatives reasonable access, in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, to members of Company management responsible for, or significantly involved in, the formulation and execution of the Restructuring Plan and all production facilities that are the subject of, or may reasonably be expected to be directly affected by, the Restructuring Plan and furnishing as promptly as practicable to Parent and its Representatives all material reports and documents (whether prepared by the Company or outside parties engaged by or on behalf of the Company, in each case, subject to any applicable attorney-client or other legal privilege) that are prepared primarily in connection with the Restructuring Plan. Subject to applicable law, the Company agrees to adopt and implement any alternative plan or amendments to the Restructuring Plan, in each case, that may be proposed in writing and in reasonable detail by Parent to the Company if in the good faith, reasonable judgment of the board of directors of the Company such alternative plan or amendments would not reasonably be expected to materially increase the risk profile of the Restructuring Plan to the Company or negatively impact the stockholders of the Company. Notwithstanding anything in this Agreement to the contrary, in no event will the Company take any action without the prior written consent of Parent between the date of this Agreement and the date that is six weeks from the date of this Agreement, including any consultations or other communications with any Governmental Authority or works council unless required by applicable Law, that would (i) reasonably be expected to prevent or materially delay or impede the implementation of any alternative plan or any material amendments to the Restructuring Plan that may be proposed by Parent (in each case that has been previously provided in writing and in reasonable detail to the Company by Parent) or (ii) otherwise reasonably be expected to result in significant costs to reverse or cease such action.
Sample 1
Restructuring Matters. (a) As promptly as reasonably practicable following the date of this Agreement, London shall (i) form, capitalize and establish an entity (“London Taiwan Holdco”) pursuant to organizational documents reasonably acceptable to New York, (ii) prepare all filings with and notices to Governmental Bodies or third parties and all other documents necessary to effectuate the Taiwan Restructuring and otherwise use reasonable best efforts to prepare to take the steps necessary to effectuate the Taiwan Restructuring, (iii) make such filings and give such notices, (iv) convey to London Taiwan NewCo Sub, by way of a spin-off under the Taiwan M&A Act, all of the Contributed Assets, free and clear of all Liens other than Permitted Liens, and only the Assumed Liabilities, in each case in accordance with a spin-off plan consistent with the terms of this Agreement (the “Taiwan Spin-Off”), and (v) convey 100% of the issued and outstanding equity interests of London Taiwan NewCo Sub from London to London Taiwan Holdco (the “Taiwan Share Transfer”) (collectively with the Taiwan Spin-Off, the “Taiwan Restructuring”). Reasonable out of pocket expenses payable in connection with the Taiwan Restructuring will be shared by the Parties as provided in Section 5.14. In no event shall London be obligated to (x) take the steps set forth in clauses (i), (iii), (iv) or (v) of this Section 5.23 or to take any irrevocable steps to effectuate the Taiwan Restructuring until New York shall have obtained the New York Stockholder Approval and London shall have obtained the London Stockholder Approval or (y) (A) take the steps set forth in clause (iv) prior to receipt of applicable consents, approvals, permits or authorizations from Governmental Bodies that are provided for as conditions to the Closing in Section 7.1(g) (it being acknowledged that non-transferable Governmental Approvals may be obtained following the Taiwan Spin-Off) or (B) take the steps set forth in clause (v) prior to the other conditions to the Closing set forth in Article VII (other than those that by their nature will be satisfied at the Closing) having been satisfied or capable of being satisfied. Within ten (10) Business Days prior to the Closing, London shall convey all issued and outstanding equity interests in London Taiwan Holdco, London PRC Holdco, Management LLC and London U.S. Sub to London Stockholder, such that immediately prior to Closing, London Stockholder will be a direct or indirect wholly-owned Subsidiary of ...
Sample 1
Restructuring Matters. During the Pre-Closing Period, Buyer and the Company will each use their reasonable best efforts to discuss in good faith and, to the extent mutually agreed between them, take, and cause their respective Subsidiaries and Representatives to take, such actions as are reasonably necessary to allow Buyer to effect, at or prior to the Closing, the restructuring steps set forth on Schedule 5.27 and/or such other similar or related steps that Buyer reasonably determines would likely result in beneficial tax- or accounting-treatment for any of the Buyer Group Entities from and after the Closing or that would otherwise result in any improvement to the organizational structure of the Buyer Entities, including in consideration of a potential initial public offering involving the Buyer Entities (such actions, collectively, the “Restructuring”). Notwithstanding anything to the contrary herein, for the avoidance of doubt, in no event shall the completion of the Restructuring be construed to be, in and of itself, a condition to any party’s obligation to consummate the Closing hereunder. Notwithstanding anything to the contrary in this Agreement, other than in the event of an intentional action or omission by the Company and/or its Subsidiaries which constitutes a willful and material breach of, or willful and material non-compliance with, the express provisions of this Section 5.27 the Company and/or its Subsidiaries’ breach of, or non-compliance with, this Section 5.27 shall not be taken into account in determining whether the condition precedent set forth in Section 7.2(b) has been satisfied.
Sample 1
Restructuring Matters 
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Related to Restructuring Matters

  • Financing Matters If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

  • Closing Matters (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Accounting Matters Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with IFRS.

  • FCC Matters (a) If an Event of Default shall have occurred and be continuing, Grantor shall take any action which the Trustee may request in the exercise of the Trustee's rights and remedies under this Agreement to transfer and assign to the Trustee, or to such one or more third parties as the Trustee may designate, or to a combination of the foregoing, the Collateral; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the FCC and to the Pledgor before taking any action which may result in repossession of any Pledged Collateral where required by FCC rules and regulations and not waivable by Pledgor. To enforce the provisions of this Section 11, the Trustee is hereby empowered to seek from the FCC any approvals required by the Communications Act or the FCC rules and regulations including, but not limited to, approval of an involuntary transfer of control of any FCC license for the purpose of seeking a BONA FIDE purchaser to whom control of such license will ultimately be transferred. Each Grantor hereby agrees to authorize such an involuntary transfer of control of such FCC license upon the request of the Trustee. Upon the occurrence and continuation of an Event of Default, each Grantor shall use its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated by this Agreement, including the preparation, execution and filing with the FCC of such Grantor's portion of any application or applications for consent to transfer of control necessary or appropriate under the FCC's rules and regulations for approval of the transfer or assignment of any portion of the Collateral.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • SEC Matters (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, reports and other documents required to be filed by it with the SEC since June 1, 2010 (collectively, the “Company Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

  • Voting Matters (a) The Investor agrees that it will vote, or cause to be voted, or exercise its right to consent (or cause its right to consent to be exercised) with respect to, all Exchange Shares beneficially owned by it and its controlled Affiliates (and which are entitled to vote on such matter) with respect to each matter on which holders of Common Stock are entitled to vote or consent, other than a Designated Matter, in the same proportion (for, against or abstain) as all other shares of the Common Stock (other than those shares held by holders of greater than 20% of the Common Stock, as the case may be) are voted or consents are given with respect to each such matter. The Investor agrees to attend all meetings of the Company's stockholders in person or by proxy for purposes of obtaining a quorum. In order to effectuate the foregoing agreements, to the maximum extent permitted by applicable law, the Investor hereby grants a proxy appointing each of the Chief Executive Officer and Chief Financial Officer of the Company attorney-in-fact and proxy for it and its controlled Affiliates with full power of substitution, for and in the name of it and its controlled Affiliates, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner and solely on the terms provided by this Section 5.6 with respect to the Exchange Shares and the Investor hereby revokes any and all previous proxies granted with respect to the Exchange Shares for purposes of the matters contemplated in this Section 5.6; provided that such proxy may only be exercised if the Investor fails to comply with the terms of this Section 5.6. The proxy granted hereby is irrevocable prior to the termination of this Agreement, is coupled with an interest and is granted in consideration of the Company entering into this Agreement and issuing the Exchange Shares to the Investor.

  • Definitions and Accounting Matters Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Types of Loans and Borrowings 20 Section 1.04 Terms Generally; Rules of Construction 20 Section 1.05 Accounting Terms and Determinations; GAAP 21

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