Restructurings Clause Samples

Restructurings. (a) Prior to the Closing, Citigroup shall cause the consummation of the transactions and actions contemplated by Exhibit H (such transactions and actions, the “CAM Restructuring”). For the avoidance of doubt, no Trademark which includes the terms “CITI,” “▇▇▇▇▇ ▇▇▇▇▇▇,” “SALOMON,” “CSSB,” “SB,” “Uncommon Values,” “Uncommon Value” or “TRAVELERS” or any variation thereof or the Arc, Blue Wave or Umbrella design (the “Citigroup Principal Marks”) shall be owned by any CAM Transferred Subsidiary following the CAM Restructuring. (b) Prior to the Closing, ▇▇▇▇ ▇▇▇▇▇ shall cause the consummation of the transactions and actions contemplated by Exhibit I (such transactions and actions, the “PC/CM Restructuring”). For the avoidance of doubt, no Trademark which includes the term “▇▇▇▇ ▇▇▇▇▇” or any variation thereof or the ▇▇▇▇ ▇▇▇▇▇ or LM design (the “▇▇▇▇ ▇▇▇▇▇ Principal Marks”) shall be owned by any PC/CM Transferred Subsidiary following the PC/CM Restructuring. (c) The Parties agree that Section 6.13(c) of the Citigroup Disclosure Letter is incorporated herein by reference and shall be binding as if set forth herein, and the Parties agree to take all actions set forth in Section 6.13(c) of the Citigroup Disclosure Letter.

Restructurings. (a) Seller shall use its reasonable efforts to cause the Singapore Restructuring to be consummated as promptly as practicable and, in any event, prior to the Closing. The Singapore Restructuring shall be implemented substantially in accordance with the steps set forth in Exhibit F. (b) Subject to the satisfaction and implementation of the steps set out at in clause (i) below, Seller will cause the Wafer Reclaim Area Lease to be assigned to an Affiliate of Seller that is not a Transferred Company at or prior to the Closing and the Ultra Pure Chemicals Lease will continue as a lease of Rockwood Electronic following the Closing. In connection therewith and subject to the consent and agreement of the current landlord of the Wafer Reclaim Area Lease, Walbrook Trustees (Jersey) Limited and Walbrook Properties Limited, the parties will seek to take the following steps in relation to the Wafer Reclaim Area Lease and the Ultra Pure Chemicals Lease prior to the Closing: (i) Seller will use reasonable efforts to seek to (1) agree with the landlord of the Wafer Reclaim Area Lease to either (x) a surrender of the part of the area currently demised on which the Ultra Pure Chemicals effluent treatment plant is located (the “Effluent Treatment Plant”) and agree upon a new lease for a term coterminous with the term of the Ultra Pure Chemicals Lease to Rockwood Electronic of the surrendered area on which the Effluent Treatment Plant is situated (the “New Lease”) or (y) vary the boundary between the Wafer Reclaim Area Lease and the Ultra Pure Chemicals Lease such that the Effluent Treatment Plant is subject to the Ultra Pure Chemicals Lease, (2) assign the Wafer Reclaim Area Lease to Excalibur Realty UK Limited and (3) have the rents on the leases adjusted so that the total rent cost under the Ultra Pure Chemicals Lease and the New Lease equal the rent that would have been paid on the Ultra Pure Chemicals lease alone or alternatively cause the surrendered area to be made subject to the existing Ultra Pure Chemicals Lease without a rent increase. (ii) Seller shall use reasonable efforts to cause the Ultra Pure Chemicals water treatment plant (the “Water Treatment Plant”) currently located within the area demised by the Wafer Reclaim Area Lease to be relocated to an area within the demise of the Ultra Pure Chemicals Lease. The terms of such relocation are to be agreed on a reasonable basis, with the expense of such relocation to be borne by Seller. (c) If the current landlord’...

Restructurings. Parent shall cause the Restructurings to be consummated in accordance with Schedule A-2 of the Disclosure Letter and shall use commercially reasonable efforts to consummate the Restructurings prior to the date the Closing would otherwise be required to occur pursuant to this Agreement without giving effect to the conditions to the consummation of the Closing set forth in Sections 5.5 and 6.4. All fees, expenses and other liabilities, other than Taxes (liability for which Buyer is indemnified for to the extent provided in Section 9.1(a)(iii)), in connection with the Restructurings shall be Parent’s responsibility.

Restructurings. 31.1 You consent to the transfer of your employment under this Agreement to any Associated Employer at any time during your Employment. 31.2 If your Employment is terminated by reason of any reconstruction or amalgamation, of us and/or any Group Company, whether by winding up or otherwise, and you are offered employment with any concern or undertaking involved in or resulting from such reconstruction or amalgamation on terms which (considered in their entirety) are no less favourable to any material extent than the terms of this Agreement, you will have no claim against us, any Group Company and/or any such undertaking arising out of or in connection with your termination.

Restructurings. 8.1 Obligations of the Government under Restructuring of The Electricity Industry or the CEB 8.1.1 any reorganisation or restructuring of the power generation, electricity transmission and distribution in Sri Lanka; or 8.1.2 the restructuring, reorganisation, recapitalisation, sale divestiture, merger, consolidation, amalgamation, privatisation, change of ownership or other similar transaction involving the CEB; and

Restructurings. The Target has not been involved in any restructuring, including any merger, de-merger or hive-down or hive-up of any assets, during the six years prior to the date of this agreement.

Restructurings. Information Copy – Not for Bidding 8.1 Obligations of the Government under Restructuring of The Electricity Industry or the CEB 8.1.1 any reorganization or restructuring of the power generation, electricity transmission and distribution in Sri Lanka; or 8.1.2 the restructuring, reorganization, recapitalization, sale divestiture, merger, consolidation, amalgamation, privatisation, change of ownership or other similar transaction involving the CEB; and

Restructurings. Each of the Sellers shall cooperate with AZOA to -------------- restructure each of NFJ Investment Group, Parametric Portfolio Associates, and Cadence Capital Management in a manner satisfactory to AZOA.

Restructurings. Ford recorded a pre-tax charge of $726 million ($472 million after taxes) in the fourth quarter of 1998, reflecting retirement and separation program actions that were completed during 1998 and 1999. These special voluntary and involuntary programs reduced the workforce by 2,184 persons in North America (all salaried), 1,977 in Europe (1,304 hourly and 673 salaried) and 4,650 in South America (4,400 hourly and 250 salaried). The costs were charged to the Automotive segment ($674 million) in cost of sales, Visteon segment ($38 million) in cost of sales, Ford Credit segment ($9 million) in operating and other expenses, and other Financial Services operations ($5 million) in operating and other expenses. Ford recorded a pre-tax charge of $272 million ($169 million after taxes) in the second quarter of 1997, reflecting actions that were completed during 1997 and 1998. These included primarily the discontinuation of passenger car production at the Lorain Assembly Plant resulting in a write-down of surplus assets. The charge also included employee termination costs related to the elimination of a shift at the Halewood (England) Plant, and a loss on the sale of the heavy truck business. Financial Services Sector ------------------------- Associates First Capital Corporation ("The Associates") ------------------------------------------------------- During the second quarter of 1998, the company completed a spin-off of Ford's 80.7% (279.5 million shares) interest in The Associates. As a result of the spin-off of The Associates, Ford recorded a gain of $15,955 million in the first quarter of 1998 based on the fair value of The Associates as of the record date, March 12, 1998. The spin-off qualified as a tax-free transaction for U.S. federal income tax purposes. During the second quarter of 1996, The Associates completed an initial public offering ("IPO") of its common stock representing a 19.3% economic interest in The Associates. Ford recorded a second quarter 1996 gain of $650 million resulting from the IPO; the gain was not subject to income taxes.