Restructuring of the Company Sample Clauses

Restructuring of the Company. The Group Companies shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Plan of Restructuring and the other transactions contemplated by this Agreement. The Group Companies shall use all commercially reasonable efforts to comply as promptly as practicable with any Laws of any Governmental Authority that are applicable to the Plan of Restructuring or any of the other transactions contemplated hereby or by the Subscription Agreement and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. The Group Companies shall use all commercially reasonable efforts to keep the Investor apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority (or other Person regarding the Plan of Restructuring of any of the other transactions contemplated by this Agreement or the Transaction Agreements) in respect of any such filing, registration or declaration and shall comply promptly with any such inquiry or request (and, unless precluded by law, provide copies of any such communications that are in writing).
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Restructuring of the Company. The Group Companies and the Key Shareholders shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Plan of Restructuring (as defined in the Subscription Agreement) and the other transactions contemplated by this Agreement. The Group Companies and the Key Shareholders shall use all commercially reasonable efforts to comply as promptly as practicable with any Laws of any Governmental Authority that are applicable to the Plan of Restructuring or any of the other transactions contemplated hereby or by the Subscription Agreement and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. The Group Companies and the Key Shareholders shall use all commercially reasonable efforts to keep the Investors apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority (or other Person regarding the Plan of Restructuring of any of the other transactions contemplated by this Agreement or the Transaction Agreements) in respect of any such filing, registration or declaration and shall comply promptly with any such inquiry or request (and, unless precluded by law, provide copies of any such communications that are in writing).
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Restructuring of the Company. The Company, the Investors and the Ordinary Holders shall use commercially reasonable best efforts to effectuate and ensure the completion of the restructuring in accordance with the Plan of Restructuring, as may be amended from time to time with the consent of SAIF (the “Restructuring”), as soon as practicable, provided, that, (i) the Restructuring, and any agreements or other documents related thereto, shall be subject to the approval of the Board, including the Series A Director, if any, and (ii) if they so request, the Investors shall receive from the PRC counsel for the Company an opinion, dated as of the completion of the Restructuring, in the substance and form reasonably acceptable to SAIF.
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Restructuring of the Company. 14.1 Party B shall not claim compensation from the Company in the following cases:
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Restructuring of the Company. If the GSCP Parties hold at least twenty-five percent (25%) of the outstanding Common Stock, upon a determination by the GSCP Parties that it would be in the best interests of the Company and its Stockholders for a newly formed entity to be created (“Newco”) to hold all of the Common Stock of the Company and for each Stockholder to exchange its Equity Securities for a proportionate amount of equity securities of Newco (collectively, a “Restructuring”), the Company and each Stockholder shall take such actions as are necessary to effect the Restructuring and to structure Newco in a manner reasonably acceptable to the Board, including, without limitation, (i) changing the corporate structure of the Company and/or any of its Subsidiaries, (ii) creating Newco, (iii) making any amendments to this Agreement, the Certificate of Incorporation and/or the Bylaws that are required, necessary or appropriate, (iv) entering into a stockholders agreement or limited liability company agreement with Newco on terms no less favorable to the Company or the Stockholder, as applicable, than the terms of this Agreement, (v) exchanging such Stockholder’s Equity Securities for a proportionate amount of equity securities of Newco and (vi) voting (or consenting in writing, as the case may be) in favor of the Restructuring and supporting the Restructuring to the fullest extent permitted by law; provided, that, following such Restructuring, each Stockholder shall maintain rights and obligations that are substantially similar to the rights and obligations of such Stockholder under this Agreement.
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Related to Restructuring of the Company

  • Capital of the Company Except as expressly provided for in this Agreement, no Member shall be entitled to withdraw or receive any interest or other return on, or return of, all or any part of its Capital Contribution, or to receive any Company Assets (other than cash) in return for its Capital Contribution. The Class A Member shall not be entitled to make a Capital Contribution to the Company except as expressly authorized or required by this Agreement.

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Management of the Company The Company's business and affairs shall be conducted and managed by the Member(s) in accordance with this Agreement and the laws of the State of the Formation. Single-Member (Applies ONLY if Single-Member): The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company. The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court. The Company is organized as a “member-managed” limited liability company. The Member(s) is designated as the initial managing Member(s). Multi-Member (Applies ONLY if Multi-Member): Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation, and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Notwithstanding any other provision of this Agreement, the Member shall not, without the prior written consent of the unanimous vote or consent of the Member(s), sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company; lend any Company funds or other assets to any person or entity; establish any reserves for working capital repairs, replacements, improvements or any other purpose; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt, including claims for insurance; approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company. The Member(s) shall receive such sums for compensation as Member(s) of the Company as may be determined from time to time by the affirmative vote or consent of Member(s) holding a majority of the Member(s)’ Percentage Interests.

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • Management and Control of the Company The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives.

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Capitalization of the Company The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, par value $.001 per share, of which 10,000,000 shares will be outstanding at Closing, and 1,000,000 shares of preferred stock, none of which is outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable.

  • Sale of the Company The term "Sale of the Company" shall have the meaning set forth in the Securityholders Agreement.

  • Obligations of Parent and of the Company Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.

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