Restructuring of the Company. The Group Companies shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Plan of Restructuring and the other transactions contemplated by this Agreement. The Group Companies shall use all commercially reasonable efforts to comply as promptly as practicable with any Laws of any Governmental Authority that are applicable to the Plan of Restructuring or any of the other transactions contemplated hereby or by the Subscription Agreement and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. The Group Companies shall use all commercially reasonable efforts to keep the Investor apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority (or other Person regarding the Plan of Restructuring of any of the other transactions contemplated by this Agreement or the Transaction Agreements) in respect of any such filing, registration or declaration and shall comply promptly with any such inquiry or request (and, unless precluded by law, provide copies of any such communications that are in writing).
Restructuring of the Company. The Group Companies and the Key Shareholders shall use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Plan of Restructuring (as defined in the Subscription Agreement) and the other transactions contemplated by this Agreement. The Group Companies and the Key Shareholders shall use all commercially reasonable efforts to comply as promptly as practicable with any Laws of any Governmental Authority that are applicable to the Plan of Restructuring or any of the other transactions contemplated hereby or by the Subscription Agreement and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. The Group Companies and the Key Shareholders shall use all commercially reasonable efforts to keep the Investors apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority (or other Person regarding the Plan of Restructuring of any of the other transactions contemplated by this Agreement or the Transaction Agreements) in respect of any such filing, registration or declaration and shall comply promptly with any such inquiry or request (and, unless precluded by law, provide copies of any such communications that are in writing).
Restructuring of the Company. 14.1 Party B shall not claim compensation from the Company in the following cases:
Restructuring of the Company. The Company, the Investors and the Ordinary Holders shall use commercially reasonable best efforts to effectuate and ensure the completion of the restructuring in accordance with the Plan of Restructuring, as may be amended from time to time with the consent of SAIF (the “Restructuring”), as soon as practicable, provided, that, (i) the Restructuring, and any agreements or other documents related thereto, shall be subject to the approval of the Board, including the Series A Director, if any, and (ii) if they so request, the Investors shall receive from the PRC counsel for the Company an opinion, dated as of the completion of the Restructuring, in the substance and form reasonably acceptable to SAIF.
Restructuring of the Company. If the GSCP Parties hold at least twenty-five percent (25%) of the outstanding Common Stock, upon a determination by the GSCP Parties that it would be in the best interests of the Company and its Stockholders for a newly formed entity to be created (“Newco”) to hold all of the Common Stock of the Company and for each Stockholder to exchange its Equity Securities for a proportionate amount of equity securities of Newco (collectively, a “Restructuring”), the Company and each Stockholder shall take such actions as are necessary to effect the Restructuring and to structure Newco in a manner reasonably acceptable to the Board, including, without limitation, (i) changing the corporate structure of the Company and/or any of its Subsidiaries, (ii) creating Newco, (iii) making any amendments to this Agreement, the Certificate of Incorporation and/or the Bylaws that are required, necessary or appropriate, (iv) entering into a stockholders agreement or limited liability company agreement with Newco on terms no less favorable to the Company or the Stockholder, as applicable, than the terms of this Agreement, (v) exchanging such Stockholder’s Equity Securities for a proportionate amount of equity securities of Newco and (vi) voting (or consenting in writing, as the case may be) in favor of the Restructuring and supporting the Restructuring to the fullest extent permitted by law; provided, that, following such Restructuring, each Stockholder shall maintain rights and obligations that are substantially similar to the rights and obligations of such Stockholder under this Agreement.
