Re-organisation Sample Clauses

Re-organisation. If a Lender becomes subject to a re-organisation, such Lender shall, at its own costs and within 7 Business Days after the effective date of such re-organisation, deliver to the Facility Agent an original or certified true copy of legal opinions, each in form and substance satisfactory to the Facility Agent, addressed to the Facility Agent (as agent for the Finance Parties) and issued by legal advisers to such Lender in each of the jurisdictions (a) where such Lender is incorporated; (b) where such Lender’s Facility Office is located, and (c) the law of which governs the Finance Documents such that all such legal opinions taken together provide the Facility Agent with confirmation that such Lender’s obligations under the Finance Documents remain legal, valid, binding and enforceable on the surviving entity of such re-organisation after such re-organisation. If such Lender fails to provide the Facility Agent with such legal opinions, it shall, upon the request of the Facility Agent, sign and deliver to the Facility Agent a Transfer Certificate in respect of the transfer of its rights and obligations under this Agreement to the surviving entity of such re-organisation.
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Re-organisation. Notwithstanding clause 3.2(a), in connection with a Change of Control intended to qualify as a tax-free corporate re-organisation, the Company may reduce the cash portion of Proceeds payable to the Investor by the amount determined by the Directors in good faith for such Change of Control to qualify as a tax-free corporate re-organisation for Australian taxation purposes, provided that such reduction:
Sample 1
Re-organisation. The Company will procure that the proposed articles of amalgamation for the amalgamated Canadian company (pursuant to the Canadian Re-organisation) together with all supporting documents, are filed at Industry Canada, Corporations Directorate in Ottawa, Ontario, Canada, within seven days of the Closinx Xxxx.
Sample 1
Re-organisation. If a Bank becomes subject to a re-organisation, such Bank shall, at its own costs and within seven Business Days after the effective date of such re-organisation, deliver to the Facility Agent an original or certified true copy of legal opinions, each in form and substance satisfactory to the Facility Agent, addressed to the Facility Agent (as agent for the Banks) and issued by legal advisers to such Bank in each of the jurisdictions (a) where such Bank is incorporated, (b) where such Bank's Facility Office is located, and (c) the law of which governs the Finance Documents, such that all such legal opinions taken together provide the Facility Agent with confirmation that such Bank's obligations under the Finance Documents remain legal, valid, binding and enforceable on the surviving entity of such re-organisation after the re-organisation. If such Bank fails to provide the Facility Agent with such legal opinions, it shall, upon the request of the Facility Agent, sign and deliver to the Facility Agent a Transfer Certificate in respect of the transfer of its rights and obligations under this Agreement to the surviving entity of such re-organisation.
Sample 1
Re-organisation. Each of the Shareholders agree that if it is subsequently decided by those of the Shareholders holding more than 50% of the voting issued Ordinary Shares of the Company to establish a Holding Company for the Company then, in such circumstances, each of the Shareholders shall transfer to any such Holding Company his/its entire holding of shares in the Company in exchange, on a pro-rata basis, for shares in the said Holding Company and each of the Shareholders confirm, acknowledge, accept and agree that the provisions of this Agreement shall apply to, and govern, their relationship as shareholders in the Holding Company.
Sample 1
Re-organisation. If a Lender becomes subject to a re-organisation, such Lender shall, at its own costs and within seven Business Days after the effective date of such re-organisation, deliver to the Agent an original or certified true copy of legal opinions, each in form and substance satisfactory to the Agent, addressed to the Agent (as agent for the Finance Parties) and issued by legal advisers to such Lender in each of the jurisdictions (a) where such Lender is incorporated; (b) where such Lender’s Facility Office is located, and (c) the law of which governs the Finance Documents such that all such legal opinions taken together provide the Agent with confirmation that such Lender’s obligations under the Finance Documents remain legal, valid, binding and enforceable on the surviving entity of such re-organisation after such re-organisation. If such Lender fails to provide the Agent with such legal opinions, it shall, upon the request of the Agent, sign and deliver to the Agent a Transfer Certificate in respect of the transfer of its rights and obligations under this Agreement to the surviving entity of such re-organisation.
Sample 1

Related to Re-organisation

  • Organisation SFA has over two hundred full time staff reporting to the Chief Executive. He is supported directly by an executive team, each member of which has POLICY DETERMINED BY SENIOR senior management responsibility for a specific aspect of SFA's activity. PRACTICIONERS AND INDEPENDENTS SUPPORTED BY A PROFESSIOINAL Overseeing the work of the executive is the Chairman and Board of EXECUTIVE AND STAFF Directors. These are not employees of SFA but are either senior practitioners from member firms or persons independent of SFA and its firms who represent the interests of the investor. The Board delegates responsibility for the detail of policy, rulemaking and disciplinary procedures to specialist committees which are also composed of practitioners and independents. Supported by a professional staff, this combination provides for effective and flexible self-regulation. REGULAR CONTACT WITH GOVERNMENT BODIES, Public Relations 'CITY' INSTITUTIONS, PROFESSIONAL BODIES AND SFA's communication with the public, Parliament, `City' institutions, THE PRESS professional bodies and other regulators, at home and abroad, plays an important part in the process of developing confidence in SFA members' businesses and in furthering the success of the regulatory system as a whole. Accordingly SFA maintains regular contact with the press and other media. Press coverage of disciplinary action taken by SFA acts as a reassurance to the public and to the financial community that SFA is actively seeking to help promote good practice in London's markets. Further information More details are available on the various aspects of SFA's work and what it does to put the investor first. Other publications include: o Rule Book and amendment service* o Professional Dealing Handbook* o Board Notices* o Membership Directory* o Briefing, SFA's Membership newsletter o Annual Report and Accounts (with Regulatory Plan) o Complaints Bureau o Annual Report of the Complaints Commissioner o Annual Report of the Chairman of the Arbitration Panel o Consumer Arbitration Scheme o Full Arbitration Scheme Rules o Membership Application Pack** o Available by subscription ** For applicant firms (after a preliminary discussion) SFA The Securities and Futures Authority Limited Cottons Centre Cottons Lane London SE1 2QB Tel: 000 000 0000 Xxx: 000 000 0000 Xxxxxxxxed in England xxx Xxxxx Xx 1998622 Xxxxxxxxxx Office as above Fifth edition July 1994

  • Due Organization Such Stockholder, if a corporation or other entity, has been duly organized, is validly existing and is in good standing under the laws of the state of its formation or organization.

  • Disclaimer of Agency 5.14.1 Except for provisions herein expressly authorizing a Party to act for another, nothing in this Agreement shall constitute a Party as a legal representative or agent of the other Party, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party. Except as otherwise expressly provided in this Agreement, no Party undertakes to perform any obligation of the other Party whether regulatory or contractual, or to assume any responsibility for the management of the other Party's business.

  • Corporate Organization The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as and in the places where such properties are now owned, operated and leased or such business is now being conducted.

  • Transfer of Agency Function Without the consent of Borrower or any Bank, Administrative Agent may at any time or from time to time transfer its functions as Administrative Agent hereunder to any of its offices wherever located in the United States, provided that Administrative Agent shall promptly notify Borrower and the Banks thereof.

  • Additional Undertakings The Pledgor will not, without the prior written consent of the Collateral Agent:

  • Duly Organized Such Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent such Party from performing its obligations under this Agreement.

  • Additional Undertaking As a separate, additional and continuing obligation, the Borrower unconditionally and irrevocably undertakes and agrees, for the benefit of the Benefited Creditors that, should any Borrower Guaranteed Obligations not be recoverable from the Borrower under Section 10.01 for any reason whatsoever (including, without limitation, by reason of any provision of any Loan Document or any other agreement or instrument executed in connection therewith being or becoming void, unenforceable, or otherwise invalid under any applicable law) then, notwithstanding any notice or knowledge thereof by any Lender, the Administrative Agent, any of their respective Affiliates, or any other person, at any time, the Borrower as sole, original and independent obligor, upon demand by the Administrative Agent, will make payment to the Administrative Agent, for the account of the Benefited Creditors, of all such obligations not so recoverable by way of full indemnity, in such currency and otherwise in such manner as is provided in the Loan Documents or any other applicable agreement or instrument.

  • GENERAL UNDERTAKINGS The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Company Organization Each of Acquiror and Merger Sub has been duly incorporated, organized or formed and is validly existing as a corporation or exempted company in good standing (or equivalent status, to the extent that such concept exists) under the Laws of its jurisdiction of incorporation, organization or formation, and has the requisite company power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The copies of Acquiror’s Governing Documents and the Governing Documents of Merger Sub, in each case, as amended to the date of this Agreement, previously delivered by Acquiror to the Company, are true, correct and complete. Merger Sub has no assets or operations other than those required to effect the transactions contemplated hereby. All of the equity interests of Merger Sub are held directly by Acquiror. Each of Acquiror and Merger Sub is duly licensed or qualified and in good standing as a foreign corporation or company in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to be, individually or in the aggregate, material to Acquiror.

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