Canadian Restructuring Sample Clauses

Canadian Restructuring. The Company shall, and shall cause the Canadian Subsidiaries to, and the Canadian Subsidiaries shall, effect a restructuring of the Canadian Subsidiaries on terms substantially similar to the Restructuring of the Company and its Subsidiaries contemplated hereby, as more fully described in Exhibit G.
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Canadian Restructuring. Xxxxxxx shall contribute a portion of its ----------------------- capital stock in Xxxxxxx Purina Canada Inc. ("RP Canada") to Energizer so that the number of shares of RP Canada stock owned by Energizer, when combined with the number of shares of RP Canada stock owned by EII, will reflect, on a combined stock ownership basis, an interest in RP Canada equal to the appraised value of the Battery Business conducted by RP Canada. EII and Energizer will form a new Canadian corporation, Energizer Canada Inc., and will each transfer all of their stock in RP Canada to Energizer Canada Inc. in exchange for Energizer Canada Inc. common stock of proportionate value. RP Canada will transfer the Assets and Liabilities of the Battery Business conducted by it to Energizer Canada Inc. in exchange for all of the issued and outstanding preferred stock in Energizer Canada Inc. RP Canada will then issue a note to Energizer Canada Inc. in complete redemption of the RP Canada common stock held by Energizer Canada Inc., and Energizer Canada Inc. will issue to RP Canada a note of equal value in redemption of the Energizer Canada Inc. preferred stock held by RP Canada. The two notes will then be offset against one another and each cancelled. Xxxxxxx will thereupon own all of the stock of RP Canada, which will conduct only the Xxxxxxx Business, and EII and Energizer will in the aggregate own all of the stock of Energizer Canada Inc., which will conduct only the Battery Business.
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Canadian Restructuring. SPAC shall have received evidence, reasonably acceptable to SPAC, that the Canadian Restructuring shall have been completed.
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Canadian Restructuring. Agribrands shall form a new wholly-owned ---------------------- subsidiary, Newco Canada. Agribrands shall contribute capital to Newco Canada in an amount sufficient to purchase, and shall cause Newco Canada to purchase, all of the assets and liabilities associated with the portion of the Agribusiness owned and conducted by Ralston Purina Canada Inc., as set fortx xx Xchedule 2.01(b). The purchase price shall be equal to the Fair Market Value of such assets.
Sample 1
Canadian Restructuring. Xxxxxxx shall contribute a portion of its ----------------------- capital stock in Xxxxxxx Purina Canada Inc. ("RP Canada") to Energizer so that the number of shares of RP Canada stock owned by Energizer, when combined with the number of shares of RP Canada stock owned by EII, will reflect, on a combined stock ownership basis, an interest in RP Canada equal to the appraised value of the Battery Business conducted by RP Canada. EII and Energizer will form a new Canadian corporation, Newco 5, and will each transfer all of their stock in RP Canada to Newco 5 in exchange for Newco 5 common stock of proportionate value. RP Canada will transfer the Assets and Liabilities of the Battery Business conducted by it to Newco 5 in exchange for all of the issued and outstanding preferred stock in Newco 5. RP Canada will then issue a note to Newco 5 in complete redemption of the RP Canada common stock held by Newco 5, and Newco 5 will issue to RP Canada a note of equal value in redemption of the Newco 5 preferred stock held by RP Canada. The two notes will then be offset against one another and each cancelled. Xxxxxxx will thereupon own all of the stock of RP Canada, which will conduct only the Xxxxxxx Business, and EII and Energizer will in the aggregate own all of the stock of Newco 5, which will conduct only the Battery Business.
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Canadian Restructuring. Prior to the Closing Date, (i) the Company shall cause AFSI to adopt the Plan of Liquidation and (ii) the Company shall cause AFSI to distribute the capital stock of Avco D.C. Corporation and the capital stock of AFS Corporation to the Company pursuant to the Plan of Liquidation. Parent shall file a protective election under Treasury Regulation section 1.1502-13(f)(5)(ii) with respect to the deemed liquidation of Avco D.C. Corporation and AFS Corporation resulting from the election under section 338(h)(10) of the Code in the manner prescribed by Treasury Regulation section 1.1502-13(f)(5)(ii)(E).
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Canadian Restructuring. 39 Section 4.15 Performance Escrow Agreement...................................................................39 Section 4.16 Icahn DIP Facility.............................................................................39 Section 4.17 Transfer of Owned Real Estate..................................................................39
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Canadian Restructuring. Section 2.1 Purchase of Niska II Interest 9 Section 2.3 Cancellation of Note B 9 Section 2.4 Contribution of Note A-1 and Note A-2 to Niska II Holdings 9 Section 2.5 Distribution of the Gas Storage Canada GP Interests 9
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Canadian Restructuring. After the execution of the Underwriting Agreement, but prior to the Effective Time, the following transactions, loans, distributions and contributions shall be completed in the order set forth below.
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Related to Canadian Restructuring

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) 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 the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) 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 the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) 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; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Restructuring Fee The Borrowers shall pay to the Agent, for the account of the Lenders, a non-refundable restructuring fee of $50,000 on the Effective Date.

  • Restructuring 24.1 In the event that all or part of the work undertaken by the employee will be affected by the employer entering into an arrangement whereby a new employer will undertake the work currently undertaken by the employee, the employer will meet with the employee, providing information about the proposed arrangement and an opportunity for the employee to comment on the proposal, and will consider and respond to their comments. The employee has the right to seek the advice of their union or to have the union act on their behalf.

  • Pre-Closing Restructuring (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings.

  • Treatment of Outstanding Loans and Letters of Credit 25 2.6 Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Repayment of Swing Loans 26

  • Investments, Acquisitions, Loans and Advances The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, make, retain or have outstanding any investments (whether through purchase of stock or obligations or otherwise) in, or loans or advances to (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person, or acquire all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent:

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • Intercompany Transactions 72 Section 9.13

  • Intercompany Loans Notwithstanding any provision to the contrary set forth in the Transaction Documents (including, without limitation, clause (s) of the definition of “Eligible Loan” in Annex X), the Guarantor (i) shall not permit any Seller to sell, transfer, assign or otherwise convey any Intercompany Loan to Bunge Funding under the Sale Agreement that has a maturity in excess of six (6) years and (ii) shall either cause a Seller, Bunge Funding or the Trustee to demand repayment of all outstanding principal and accrued interest under each Intercompany Loan or cause a Seller to refinance such amounts by making a new Intercompany Loan to the applicable Obligor within six (6) years from the date of such Intercompany Loan.

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