Restructuring Transactions Sample Clauses

Restructuring Transactions. On the Effective Date, the Debtors, the Reorganized Debtors, and/or the New Property Entities, as applicable, shall enter into the Restructuring Transactions, including those transactions set forth in the Restructuring Transactions Memorandum, and shall take any actions as may be necessary or appropriate to effect a corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Debtors, to the extent provided therein, including the Spin Structure and the Partnership Contribution Structure set forth in Article IV.N of the Plan and the CEOC Merger. The Restructuring Transactions may include one or more intercompany mergers, consolidations, amalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers, liquidations, spinoffs, intercompany sales, or other corporate transactions as may be determined by the Debtors, the Reorganized Debtors, and/or the New Property Entities, as applicable, to be necessary or appropriate without any material adverse effects on the Holders of Prepetition Credit Agreement Claims, Secured First Lien Notes Claims, or Non-First Lien Claims, or the value of their respective recoveries. The actions to implement the Restructuring Transactions may include: (1) 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 that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (2) 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 having other terms for which the applicable parties agree; (3) 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; (4) the execution and delivery of the New Debt Documents, and any filings related thereto; and (5) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law in connec...
Restructuring Transactions. The Debtor or the Reorganized Debtor, as applicable, and all parties in interest shall take any actions as may be necessary or appropriate to effectuate the terms of this Plan. The actions taken by the Debtor or the Reorganized Debtor, as applicable, to implement this Plan may include: (i) the execution, delivery, adoption, and/or amendment of appropriate agreements or other documents of restructuring, conversion, disposition, or transfer containing terms that are consistent with the terms of this Plan, the Disclosure Statement, and any Plan Documents and that satisfy the applicable requirements of applicable state law and any other terms to which the applicable parties may agree; (ii) the execution, delivery, adoption, and/or amendment 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 this Plan, the Disclosure Statement, and any ancillary documents and having other terms for which the applicable parties may agree; (iii) the filing of appropriate certificates of formation, merger, consolidation, dissolution, or conversion pursuant to applicable state law, including but not limited to an amended certificate of formation and limited liability agreement with the appropriate governmental authorities; (iv) the cancellation of membership units and warrants; and (v) all other actions that the Debtor or the Reorganized Debtor, as applicable, determine to be necessary, desirable, or appropriate to implement, effectuate, and consummate this Plan or the restructuring transactions contemplated by this Plan, including making filings or recordings that may be required by applicable state law in connection with the restructuring transactions. Upon the Effective Date, the Governance Documents shall be amended and restated, and all parties receiving new Series A Units and Series B Units (and all persons to whom such parties may sell their equity in the future and all persons who purchase or acquire equity from the Reorganized Debtor in future transactions, including without limitation any Person who receives issued Series C Units) shall be required to become parties to an operating agreement providing for (a) the number of board members; (b) the ability to designate board members; (c) distributions; (d) certain consent rights of Apollo; and (e) other standard provisions to be negotiated in good faith between the Reorganized Debtor, Commerce and Apo...
Restructuring Transactions. Nothing in this Article VII shall prohibit the Borrower and its Subsidiaries from consummating the Permitted Restructuring Transactions.
Restructuring Transactions. Each of Columbia/HCA, -------------------------- LifePoint and Triad shall take all necessary action to cause, effect and consummate the Restructuring Transactions. In connection with the Restructuring Transactions, the parties shall execute or cause to be executed by the appropriate entities the Conveyancing and Assumption Instruments. Any transfers of capital stock shall be effected by means of delivery of stock certificates and executed stock powers and notation on the stock record books of the corporation or other legal entities involved and, to the extent required by applicable law, by notation on public registries.
Restructuring Transactions. (a) The parties hereto hereby acknowledge and agree that the Restructuring shall be effected subject to the Liens of the Collateral Agent in the Collateral, including, without limitation, the Liens of the Collateral Agent in the Equity Interests of OneSpaWorld Limited, OneSpaWorld Medispa Limited, OneSpaWorld LLC and OneSpaWorld Medispa LLC and each of their respective Subsidiaries to the extent required pursuant to the Credit Documents, as amended hereby, which Liens shall at all times remain valid, perfected, first priority Liens (subject only to Permitted Liens).
Restructuring Transactions. Prior to the date hereof, the Seller has caused the Company, the Subsidiaries and its Affiliates to consummate the transactions listed in Section 3.23 of the Disclosure Schedule, including in order to transfer and convey to the Seller or an Affiliate of the Seller other than the Company or a Subsidiary, (a) all of the Company’s or a Subsidiary’s rights, title and interest in and to (i) the equity interests in Stock Loan Services, LLC, (ii) any and all properties, assets and Contracts relating to, arising out of or used in the conduct of the Construction Loan Business and (iii) such other properties, assets and Contracts that are not used in the conduct of Business and which are set forth in Section 3.23 of the Disclosure Schedule (collectively, the “Excluded Assets”) and (b) any Liabilities of the Seller or any Subsidiary (other than the Seller Loan) that relate to the Excluded Assets. As of the date hereof, the Company and the Subsidiaries have been fully released from any obligation relating to such Liabilities (other than the Seller Loan). The transactions referred to in this Section 3.23 shall be collectively referred to herein as the “Restructuring Transactions”.
Restructuring Transactions. On or prior to the Effective Date, any Debtor and, after the Effective Date, any Reorganized Debtor, may enter into or undertake any Restructuring Transactions and may take such actions as may be determined by such Debtor or Reorganized Debtor to be necessary or appropriate to effect such Restructuring Transactions. The actions to effect the Restructuring Transactions may include, without limitation: (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, conversion, restructuring, recapitalization, disposition, liquidation or dissolution containing terms that are consistent with the terms herein and that satisfy the requirements of applicable law and such other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, disposition, or delegation of any asset, property, right, liability, duty or obligation on terms consistent with the terms herein and having such other terms to which the applicable entities may agree; (iii) the filing of appropriate certificates or articles of merger, consolidation, conversion or dissolution (or similar instrument) pursuant to applicable law; and (iv) all other actions which the applicable entities may determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law in connection with such transactions. The Restructuring Transactions may include one or more mergers, consolidations, conversions, restructurings, recapitalizations, dispositions, liquidations or dissolutions, as may be determined by the applicable Debtors or Reorganized Debtors to be necessary or appropriate to effect the purposes of such Restructuring Transactions for the benefit of the Reorganized Debtors, including, without limitation, the potential simplification of theorganizational structure of the Reorganized Debtors. In each case in which the surviving, resulting or acquiring person in any such Restructuring Transaction is a successor to a Debtor or Reorganized Debtor, such surviving, resulting or acquiring person will perform the obligations of the applicable Debtor or Reorganized Debtor pursuant to this Plan to pay or otherwise satisfy the Allowed Claims against such Debtor or Reorganized Debtor, except as provided in any contract, instrument or other agreement or document effecting a disposition to such surviving, resulting or acquiring person, which may provide th...
Restructuring Transactions. All of the Restructuring Transactions required to be consummated at or prior to the Closing pursuant to the Restructuring Framework Agreement (including Sections 1.1 through 1.6 thereof) and the other Transaction Documents shall have been consummated in accordance with the terms thereof. Without limiting the generality of the foregoing, Hwang Chia-Chin and any other Person holding any shares or other equity interests in Sino Music (other than UEC) shall have duly executed and delivered to CaymanCo a consent and waiver of right of first refusal or any other right that such Person may have with respect to the transfer of UEC’s shares in Sino Music to CaymanCo as contemplated by the Restructuring Framework Agreement, which shall be in form and substance satisfactory to the Company.