Acquisition Structure Sample Clauses

Acquisition Structure. Each of the Purchaser, Company and Dropleaf Securityholders agree that the Share Exchange will be structured and effected as follows: (a) The Company will either (i) file an IRS Form 8832 that elects to classify the Company as an association taxable as a corporation for U.S. federal income tax purposes, or (ii) be converted into a corporation under the laws of the State of Nevada effective prior to the Closing Date (the “Conversion”); (b) The Purchaser agrees to amend and restate its Articles of Incorporation to authorize the issuance of the GEA Preferred Shares with the rights and preferences set forth in Schedule “C”); (c) The Purchaser agrees to incorporate MergeCo, a C corporation under the laws of the State of Nevada or other applicable jurisdiction; (d) MergeCo shall merge with and into the post-Conversion Company under Chapter 92A of the NRS, et seq. or applicable state law, with Dropleaf members receiving GEA Units and the Company will be the survivor of the merger under the Plan of Merger, in substantially the form attached hereto as Schedule “E”; (e) By execution and delivery of this Agreement and pursuant to NRS 78.320, each Dropleaf Securityholder, acting without a meeting, does hereby adopt the following resolutions and does hereby consent to the taking of the following actions in consent to the Plan of Merger and Plan of Conversion: (i) RESOLVED, that the Agreement, in the form substantially executed by each Dropleaf Securityholder, by and among the Purchaser, the Company and each Dropleaf Securityholder is hereby authorized, approved, ratified and confirmed in all respects; (ii) RESOLVED, that the Plan of Merger and Plan of Conversion, as set forth in the Agreement, and the transactions contemplated thereunder are hereby authorized, approved, ratified and confirmed in all respects; and (iii) RESOLVED, that the officers of the Company be and hereby are authorized and directed to take any and all lawful action, including causing the Company or any of its subsidiaries to take lawful action, necessary to effect the transactions contemplated in the Agreement and Plan of Merger and Plan of Conversion, such actions are hereby approved, ratified and confirmed in all respects; (f) On the Closing Date, the Purchaser shall cause its director(s) to resign except for Xxxxx Xxxxxx and Xxxxxxxx Xxxxxxxx and shall cause Xxxxxx Xxxxxxx; Xxxxxxx Xxxxx and one additional nominee of DropLeaf to be elected or appointed as the directors of the Resulting Issuer un...
Sample 1
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Acquisition Structure. Xxxxxxx and Lithia acknowledge and understand that the respective manufacturers may require each vehicle line to be owned and operated by a separate legal entity. Accordingly, Lithia will cause the Dealership Subs to create three (3) separate limited liability companies to own and operate the Nissan, Volkswagen and BMW dealerships, with each dealership being owned by a separate limited liability company (each entity a “NewCo”). The Dealership Subs will contribute to a NewCo those assets, including all new vehicles, parts and accessories and applicable furniture, fixtures and equipment, necessary to operate each of the respective dealerships in exchange for all of the outstanding membership interests in such NewCo. Each NewCo will be organized as a wholly owned subsidiary of the respective Dealership Subs from which such NewCo received the assists. Xxxxxxx will acquire from each Dealership Sub 80% of the membership interests of each NewCo. Each NewCo will be organized prior to the closing date of the proposed transaction and the respective dealership assets contributed simultaneously with the closing date.
Sample 1
Acquisition Structure. (A) The Buyer and Sellers have contemplated that the transaction described herein would consist of a purchase of the Assets for cash. The Buyer and the Sellers acknowledge, however, that the Buyer has reserved the right to select one or more reasonable alternative structures (individually the "Alternative Structure" or the "Structure" and collectively the "Alternative Structures") for effecting the acquisition of the Business. (B) The Buyer shall be entitled to select an Alternative Structure to make such acquisition, provided that the Buyer shall be solely responsible for effecting such Alternative Structure, and provided further that the implementation of such Structure shall not delay the Closing. Sellers and the shareholders of the Sellers make no representations or warranties concerning any such Alternative Structure and shall have no liability to the Buyer in regard to such Structure under any law. (C) If the Buyer decides to implement an Alternative Structure, the Sellers shall report and shall cause their shareholders to report such Structure in its tax returns and in other relevant records and documents in a manner consistent with the Alternative Structure selected by Buyer provided that the Sellers and the shareholders of the Sellers shall have the right, at their option, to request that Buyer furnish, at Buyer's expense, an opinion of tax counsel that substantial authority exists for the use of such Alternative Structure. The Sellers and the shareholders of the Sellers agree to make any tax elections that might be required to implement an Alternative Structure. (D) The Buyer shall hold harmless and indemnify each of the Sellers and the Sellers' shareholders from any additional taxes or transaction or other costs, losses and expenses that the Sellers and the Sellers' shareholders incur by reason of such Alternative Structure. For this purpose, the Sellers' and the Sellers' shareholders' additional taxes shall mean the excess (the "Increased Taxes") of any estimated or other tax or governmental charge of any description, whether based on income, transfer, or otherwise, for any taxable year or period and whether imposed by the federal or any state, local or other taxing authority, including interest, penalties and additions to tax, over such taxes that Sellers and the Sellers' shareholders would have borne had Buyer not elected an Alternative Structure. The Sellers' and the Sellers' shareholders' additional transaction or other costs, losses and ex...
Sample 1
Acquisition Structure. In connection with the AA Acquisition, prior to the completion of the Arrangement (the “Closing”) the Investors will implement, in a tax-efficient manner, the holding company structure for Acquireco outlined in Schedule A. That structure includes an unlimited liability company (“Jointco”) through which both Investors will indirectly hold debt and/or equity interests in Acquireco, the Separation Entities (as defined in Section 11) and certain other entities at the time of the Closing.
Sample 1
Acquisition Structure. As promptly as practicable after the satisfaction or waiver of the other conditions set out in Article VI, the parties hereto shall cause the reorganization to be effected utilizing the following steps and in the following order (all of such steps are herein collectively referred to as the "Reorganization"): (a) each of Target and Acquisition Corporation will be continued from the CBCA as limited liability companies under the provisions of the Companies Act of Nova Scotia ("NS Act"). Such continuances (the "Continuances") will each require a "special resolution" to be effected by signed consent resolution of all of their respective shareholders and the issuance of Memorandum and Articles of Association under the NS Act. (b) Acquiror will incorporate an unlimited liability company ("Unlimco") under the NS Act as a wholly-owned subsidiary by way of Memorandum and Articles of Association. (c) Unlimco, Acquisition Corporation and Target will amalgamate (the "Amalgamation") by way of Amalgamation Agreement under the NS Act and the resulting company ("Amalco/Unlimco") will be an unlimited
Sample 1
Acquisition Structure. 1.1 The Acquisition will be implemented by means of a scheme of arrangement between Astex and Scheme Shareholders under part 26 of the Act (involving a reduction of capital under Section 641 of the Act). Full details of the Scheme will be set out in the Scheme Circular save that this sentence will not be replicated in the Terms and Conditions of this Scheme Circular. 1.2 If the Scheme becomes effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted in favour of the resolutions at the Court Meetings or the Astex General Meeting.
Sample 1
Acquisition Structure. (a) Immediately following the Closing of the Acquisition, and subject to the provisions of this Agreement, the capitalization of MicroLegend shall be as follows: (i) 18,000,000 Class A Common Shares shall be owned by Sub; (ii) 1,671,850 Class C Common Shares shall be owned by Sub; and (iii) 2,475,000 First Preferred Shares shall be owned by Sub. (b) Immediately following the Closing of the Acquisition, and subject to the provisions of this Agreement, the capitalization of Sub shall be as follows: (i) all of the issued and outstanding shares of Common Stock of Sub will be owned by PTI; and (ii) all of the issued and outstanding Exchangeable Shares will be owned as more particularly set forth on Schedule 2.1.
Sample 1
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Acquisition Structure. Dynastar hereby offers to purchase substantially all of the assets of the Company (the “Assets”) through the issuance to the Company of shares of Dynastar Common Stock in accordance with the terms set forth in Section III below and subject to the conditions set forth in Section IV below and the other terms and conditions described herein and assuming the satisfactory completion of our due diligence relating to the Assets and the business of the Company. For purpose of the Acquisition, the Assets of the Company shall encompass all of the Company’s assets listed on Schedule A hereto including (without limitation) the Company’s proprietary software and all rights related thereto.
Sample 1

Related to Acquisition Structure

  • Liquidations, Mergers, Consolidations, Acquisitions Holdings shall not, and shall not permit any of its Material Subsidiaries to, dissolve, liquidate, or wind-up its affairs, or become a party to any amalgamation, merger or consolidation, or acquire by purchase, lease, or otherwise all or substantially all of the assets or capital stock of or other ownership interest in any other Person, provided that (1) any Material Subsidiary may consolidate, amalgamate or merge into Holdings or any other Material Subsidiary provided that the Company may not merge, amalgamate or consolidate with Holdings, and the Company may only merge, amalgamate or consolidate with another Material Subsidiary if the Company is the surviving entity of such merger, amalgamation or consolidation; and (2) Holdings or any Material Subsidiary may acquire, whether by purchase, by amalgamation or by merger, (A) all of the ownership interests of another Person or (B) substantially all of the assets of another Person or of a business or division of another Person (each a “Permitted Acquisition”), provided that each of the following requirements is met: (i) if Holdings or any Material Subsidiary is acquiring the ownership interests in such Person and such Person meets the criteria for a Material Subsidiary set forth in the definition of such term at Section 1.01, such Person shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition; (ii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and Holdings or the relevant Material Subsidiary shall have delivered to the Banks written evidence of such approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition; (iii) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as, or otherwise complementary or related to, one or more lines of business conducted by Holdings or any Material Subsidiary, or otherwise incidental to the business of a financial services company, and shall comply with Section 7.02(j) [Continuation of or Change in Business]; (iv) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; and (v) upon the reasonable request of Agent, Holdings or the relevant Material Subsidiary shall deliver to the Agent at least five (5) Business Days before such Permitted Acquisition such information about such Person or its assets as Agent may reasonably require.

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Purchaser Agent an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 5.5 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Purchaser Agent; (iii) after giving effect thereto, no Termination Event or Servicer Default or event that with notice or lapse of time would constitute either a Termination Event or a Servicer Default shall have occurred; and (iv) the Administrative Agent and each Purchaser Agent have consented in writing to such consolidation, merger, conveyance or transfer.

  • Mergers and Acquisitions The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger, amalgamation or consolidation, or agree to or effect any asset acquisition or stock acquisition, or enter into any LMA Agreement, except: (a) upon prior written notice to the Administrative Agent, the merger or consolidation of one (1) or more of the Operating Subsidiaries of the Borrower with and into the Borrower, or the merger or consolidation of two (2) or more wholly-owned (A) Operating Subsidiaries or (B) License Subsidiaries of the Borrower, so long as in each case the surviving Subsidiary is a Guarantor; (b) after the Revert Date upon prior written notice to the Administrative Agent, the acquisition (whether pursuant to an Asset Swap or otherwise) of stock, or other securities of, or any assets of, any Person, in each case to the extent such acquisition would involve all or substantially all of a radio broadcasting, television broadcasting or publishing business or business unit thereof, provided that: (i) no Default or Event of Default has occurred and is continuing or would result from such acquisition; (ii) not less than five (5) Business Days prior to the consummation of such proposed acquisition, the Borrower shall have delivered to the Administrative Agent a duly executed certificate substantially in the form of Exhibit F hereto, and upon the Administrative Agent’s request, such financial projections as shall be necessary, in the reasonable judgment of the Administrative Agent, to demonstrate that, after giving effect to such acquisition, all covenants contained herein will be satisfied on a Pro Forma Basis and that the Borrower’s ability to satisfy its payment obligations hereunder and under the other Loan Documents will not be impaired in any way; (iii) all actions have been taken to the reasonable satisfaction of the Administrative Agent to provide to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority perfected security interest in all of the assets so acquired (excluding any Excluded Assets) pursuant to the Security Documents, free of all Liens other than Permitted Liens; (iv) in the event of a stock acquisition, the acquired Person shall become a wholly-owned Subsidiary of the Borrower and shall comply with the terms and conditions set forth in §9.15; (v) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof, of the business to be acquired has approved such acquisition; (vi) all of the Borrower’s and/or its Subsidiaries’ (as the case may be) rights and interests in, to and under each contract and agreement entered into by such Person in connection with such acquisition to the extent permitted have been assigned to the Administrative Agent as security for the irrevocable payment and performance in full of the Obligations, pursuant to Collateral Assignments of Contracts in form and substance reasonably satisfactory to Administrative Agent; (vii) in the case of any acquisition involving domestic radio or television assets, the FCC shall have issued orders approving or consenting to such acquisition; (viii) the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that all liens and encumbrances with respect to the properties and assets so acquired, other than Permitted liens, have been discharged in full; (ix) the Borrower shall have delivered to the Administrative Agent (A) evidence satisfactory to the Administrative Agent that the Borrower or such Subsidiary has completed such acquisition in accordance with the terms of the contracts and agreements entered into by such Person in connection with such acquisition, and (B) certified copies of all such documents shall have been delivered to the Administrative Agent; (x) all FCC Licenses acquired in connection with such acquisition shall be transferred immediately upon consummation of such acquisition to a License Subsidiary; (xi) substantially contemporaneously with such acquisition, the Borrower shall have delivered to the Administrative Agent an updated Schedule 8.3(b) and an updated Schedule 8.21 to this Credit Agreement, as applicable, after giving effect to such acquisition.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

  • Mergers or Acquisitions Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

  • Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc In case the Company (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (b) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

  • Mergers, Consolidations, Sales of Assets and Acquisitions (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Restricted Subsidiary, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person or division or line of business of such Person, except that (i) the Borrower and any Restricted Subsidiary may purchase and sell inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (1) any Wholly Owned Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (2) any Wholly Owned Restricted Subsidiary may merge into or consolidate with any other Wholly Owned Restricted Subsidiary in a transaction in which the surviving entity is a Wholly Owned Restricted Subsidiary (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (3) any Restricted Subsidiary may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary (which such recipient Restricted Subsidiary shall be a Loan Party if the disposing Restricted Subsidiary is a Loan Party), (4) any Restricted Subsidiary may liquidate (other than in connection with a merger or a consolidation which shall be governed by the other clauses of this Section 6.05(a)) and distribute its assets ratably to its shareholders if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (5) the Borrower and the Restricted Subsidiaries may make Permitted Acquisitions, including by means of mergers or consolidations. (b) Make any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 75% of which consists of cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b) shall not exceed the greater of (i) $100,000,000 and (ii) 3.0% of the Consolidated Net Tangible Assets in any fiscal year.

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

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