Common use of Restructuring Steps Clause in Contracts

Restructuring Steps. The Holding Company Restructuring shall consist of the following transactions: (a) REI will form a new wholly owned Subsidiary ("Genco Holding Company") to become a transitory holding company of Genc▇ ▇▇. (b) Genco Holding Company will form two wholly owned limited liability companies ("Genc▇ ▇▇ ▇▇▇" and "Genc▇ ▇▇ ▇▇▇") that form Genc▇ ▇▇ ▇▇ which Genc▇ ▇▇ ▇▇▇ is the 1% general partner and Genc▇ ▇▇ ▇▇▇ is the 99% limited partner. (c) REI will contribute the Genco Assets to the capital of Genc▇ ▇▇ ▇▇▇ the benefit of Genco Holding Company, Genc▇ ▇▇ ▇▇▇ and Genc▇ ▇▇ ▇▇▇. (d) Regco will organize a wholly owned subsidiary ("MergerCo2") for purposes of effecting the Restructuring Merger. (e) MergerCo2 will merge (the "Restructuring Merger") with and into REI; in the merger the Regco stock owned by REI will be cancelled and each outstanding share of common stock of REI will be automatically converted into an outstanding share of common stock of Regco. (f) REI will distribute to Regco the stock of the Genco Holding Company and the stock of the Subsidiaries identified in Schedule 6.2(f) owned by REI. (g) Regco will expressly assume all obligations of REI under this Agreement and under each of the Ancillary Agreements and all other obligations under this Agreement and under each of the Ancillary Agreements which are expressed as requiring performance by, or imposing obligations on, Regco. (h) Genco Holding Company will merge with and into Regco.

Restructuring Steps. The Holding Company Restructuring shall consist of the following transactions: (a) REI will form a new wholly owned Subsidiary ("Genco Holding Company") to become a transitory holding company of Genc▇ ▇▇. (b) Genco Holding Company will form two wholly owned limited liability companies ("Genc▇ ▇▇ ▇▇▇" and "Genc▇ ▇▇ ▇▇▇") that form Genc▇ ▇▇ ▇▇ which Genc▇ ▇▇ ▇▇▇ is the 1% general partner and Genc▇ ▇▇ ▇▇▇ is the 99% limited partner. (c) REI will contribute the Genco Assets to the capital of Genc▇ ▇▇ ▇▇▇ the benefit of Genco Holding Company, Genc▇ ▇▇ ▇▇▇ and Genc▇ ▇▇ ▇▇▇. (d) Regco will organize a wholly owned subsidiary ("MergerCo2") for purposes of effecting the Restructuring Merger. (e) MergerCo2 will merge (the "Restructuring Merger") with and into REI; in the merger the Regco stock owned by REI will be cancelled and each outstanding share of common stock of REI will be automatically converted into an outstanding share of common stock of Regco. (f) REI will distribute to Regco the stock of the Genco Holding Company and the stock of the Subsidiaries identified in Schedule 6.2(f) owned by REI. (g) Regco will expressly assume all obligations of REI under this Agreement and under each of the Ancillary Agreements and all other obligations under this Agreement and under each of the Ancillary Agreements which are expressed as requiring performance by, or imposing obligations on, Regco. (h) Genco Holding Company will merge with and into Regco. (i) REI will reincorporate in Delaware.