Subsequent Restructuring Clause Samples
The 'Subsequent Restructuring' clause defines how the parties will handle changes to the structure of one or more parties after the agreement is signed. Typically, this clause outlines the procedures and obligations if a party undergoes a merger, acquisition, reorganization, or similar corporate restructuring event. For example, it may require notification to the other party, specify whether the agreement remains binding on successor entities, or set conditions for assignment of rights and obligations. The core function of this clause is to ensure continuity and clarity in contractual relationships despite changes in corporate structure, thereby preventing disputes or uncertainty if such events occur.
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Subsequent Restructuring. Immediately after the Asset Sale and the Stock Issuance, NewCo will transfer the Purchased Assets and assign the Assumed Liabilities to the Surviving Corporation, and the Surviving Corporation will accept the Purchased Assets and will assume and agrees 1 Escrow Agreement to provide for release of Stock Holdback Shares in three equal installments, on each date that is 6, 12 and 18 months following the Closing Date, to the extent not offsetable against any pending or previously satisfied indemnification claims. Escrow Agreement will not provide for any true-up or other payment of tax obligations of Seller or its Affiliates. to pay and discharge the Assumed Liabilities, all solely in exchange for additional stock of the Surviving Corporation (collectively, the “Contribution”). For U.S. federal income tax purposes, it is intended that the Contribution shall (1) qualify as an exchange described in Section 351 of the Code and (2) for purposes of Section 351 of the Code, be a separate exchange described in Section 351 of the Code from and subsequent to the exchanges of the Company Capital Stock, the Purchased Assets and the Assumed Liabilities for NewCo Capital Stock pursuant to the Merger, the Asset Sale and the Stock Issuance, taken together, to qualify as an exchange described in Section 351 of the Code.
Subsequent Restructuring. 15 2.14 Anti-Dilution Provisions............................15
Subsequent Restructuring. Concurrent with the Merger or promptly ------------------------- following the Effective Time, Blackhawk plans to consolidate DunC and the Bank with and into Blackhawk and BSB, respectively. Presently it is anticipated that the Restructuring will be completed by liquidating DunC and distributing its assets, after paying off or providing for all of its liabilities, to Blackhawk as DunC's sole shareholder. Alternatively, DunC may be merged into Blackhawk pursuant to applicable Law. Concurrent with or promptly following such liquidation or merger, the Bank will be merged with and into BSB pursuant to the provisions of applicable Law. The Restructuring is subject to certain regulatory approvals. In the event the Restructuring is effected, Blackhawk agrees that it will assume and timely discharge any and all obligations, covenants and agreements of DunC under this Agreement which are to be performed or discharged after the Effective Time, but which have not been fully performed or discharged as of the time the Restructuring is effected. Blackhawk agrees, however, that it will not alter the structure of the Restructuring as described herein if it would: (i) alter, change or reduce the amount of the consideration to be paid to holders of DunC Common Stock or the manner or basis upon which such exchange is made; (ii) have an adverse federal or state income tax consequence to DunC, or any of the DunC Shareholders; (iii) have an adverse effect on the DunC Shareholders; or (iv) would be likely to delay or jeopardize receipt of the Regulatory Approvals or satisfaction of any of the conditions to the Merger set forth in Article VII.
Subsequent Restructuring. At least one day prior to the Closing Date, SubscriberCo shall (i) form a limited liability company organized under the Laws of the United States or any state thereof that is classified as a disregarded entity for U.S. federal Income Tax purposes (“SubscriberCo Sub”) and (ii) contribute all of its assets to SubscriberCo Sub (the “SubscriberCo Restructuring”).
Subsequent Restructuring. So long as the Company continues to make timely payments of interest pursuant to the terms of the September 2016 Note, and is not otherwise in default thereunder, on the one (1) year anniversary following the issuance thereof, the Company and Investor shall fully extinguish and terminate all obligations under the September 2016 Note (the “Extinguishment”) and the Company shall issue a new promissory note to Investor in the principal amount outstanding under the September 2016 Note as of the date of Extinguishment, at an original issue discount equal to ten percent (10%).