Alternate Transaction Structure Clause Samples
The Alternate Transaction Structure clause defines the parties' agreement to pursue a different arrangement or structure for a transaction if the original structure becomes impractical or undesirable. In practice, this clause allows the parties to negotiate and implement an alternative method of achieving the same business objective, such as changing the form of a merger to an asset purchase if regulatory or tax issues arise. Its core function is to provide flexibility and ensure that the transaction can still proceed even if unforeseen obstacles prevent the original plan, thereby reducing the risk of deal failure.
Alternate Transaction Structure. Shareholder and Seller agree to restructure the asset purchase transaction as a merger, stock purchase or other equivalent form, if Buyer determines, that such alternate structure is preferable in limiting the amount of taxes that Shareholder would incur in Section 1.3.1(c).
Alternate Transaction Structure. At any time prior to the effectiveness of the S-4 Registration Statement (as defined herein), either Arch or PageNet may notify the other party (the "ALTERNATIVE MERGER NOTICE") that it desires to restructure the Merger or the other transactions contemplated hereby in a manner contemplated to (i) increase the likelihood that the Merger would be treated as a tax-free reorganization within the meaning of Section 368(a) of the Code, (ii) decrease any potential tax liability of PageNet, Arch or the Surviving Corporation after the Effective Time, (iii) provide greater operational flexibility to Arch and the Surviving Corporation after the Effective Time, or (iv) increase the number of PageNet Shares (or Distributed Interests) offered to holders of PageNet Notes or the number of shares of Arch Common Stock offered to holders of Arch Notes in the Exchange Offers (with a corresponding reduction in the number of shares offered to the holders of PageNet Shares (or Distributed Interests) or the holders of Arch Common Stock, respectively). Upon delivery of the Alternative Merger Notice, the parties to this Agreement shall 16 cooperate with each other and use their respective reasonable best efforts to determine the manner in which the Merger, the Agreement and the transactions contemplated hereby shall be restructured (the Merger, restructured as contemplated by the parties pursuant to this Section 4.5, shall be referred to herein as the "ALTERNATIVE MERGER"). With the written consent of each of the parties to this Agreement (such consent not to be unreasonably withheld), the Merger, this Agreement and the other transactions contemplated hereby may be modified to reflect the Alternative Merger with a view to ensuring that the parties hereto are not adversely affected by the restructuring.
Alternate Transaction Structure. At the written request of the Purchaser Parties delivered to the Company prior to the Company Meeting, the Company shall use its best efforts to fully assist and support the Purchaser Parties’ implementation and completion of the transactions contemplated hereby by way of a take-over bid for the Company Shares or such other transaction structure as specified by the Purchaser Parties providing for the acquisition of the Company Shares pursuant to applicable Securities Laws (the “Alternative Structure”) instead of pursuant to an arrangement applied for by the Company under the ABCA as provided for herein so long as such Alternative Structure would provide the Company Shareholders with Consideration that is no less favourable from a financial point of view than the Arrangement. In the event that the transaction structure is modified pursuant to this Section 2.14, the Parties shall implement and effect the Alternative Structure for the same Consideration and on the same other terms and conditions as those set forth herein and the relevant provisions of this Agreement shall be modified as necessary in order that they shall apply with full force and effect, mutatis mutandis, except with the adjustments necessary to reflect the Alternative Structure. Without limiting the generality of the foregoing, in connection with any Alternative Structure, the Company shall reduce the minimum deposit or tender period to the shortest period required by Law, provide to the Purchaser Parties all required information, statements and consents and apply for any exemptive relief requested by the Purchaser Parties. For the avoidance of doubt, any Alternative Structure that is a takeover bid for the Company Shares shall have a minimum tender condition specified by the Purchaser in its sole discretion. The Parties agree to, on a timely basis, enter into all agreements and complete and file all required documents, including a U.S. registration statement, a take-over bid circular and a directors’ circular recommending approval of the offer or similar documentation, and to take all actions and steps as are required or desirable by the Parties to proceed with and complete the transactions contemplated hereby pursuant to the Alternative Structure. The Company agrees to support the completion of the Alternative Structure in the same manner as the Arrangement and the Parties shall otherwise provide or fulfill their respective representations, warranties and covenants contained in this Agreem...
Alternate Transaction Structure i. If fewer than all Shareholders have executed and delivered this Agreement by February 4, 1999, Buyer shall provide irrevocable notice to ▇▇▇▇▇▇▇, as the designated representative of such Shareholders, not later than the close of business on February 5, 1999, either (A) that, subject to the provisions of Section 15(a), Buyer nevertheless will proceed to Closing with the Shareholders who have executed and delivered the Agreement by February 4, 1999, or (B) that the Agreement is terminated as of the date of such notice, whereupon the provisions of Section 15(b) shall apply. If Buyer agrees to proceed to Closing, each Shareholder who has executed and delivered this Agreement covenants and agrees with Buyer that this Agreement is a binding obligation of such Shareholder and that such Shareholder will proceed to Closing and perform each and every obligation of such Shareholder contained herein. Each Shareholder further covenants and agrees with Buyer that, upon Buyer's written notice, which may be delivered at any time prior to the Closing, such Shareholder shall (i) cause the Board of Directors of the Company to do or cause to be done each and every thing necessary to merge the Company with a wholly-owned subsidiary of Buyer, such that the Company is the surviving corporation in the merger, whereupon this Agreement shall constitute a Plan of Merger, provided that the merger shall (A) be effected on the same terms and conditions specified herein, mutatis mutandis, including, without limitation, the acknowledgement by the Shareholders of the sufficiency of the Purchase Price, (B) the tax consequences of the merger to the Shareholders and Buyer shall be not less favorable than the tax consequences of a purchase of the Stock and (C) Buyer shall agree not to liquidate the Company for at least one (1) year following the merger, and (ii) to vote his, her or its shares of Common Stock in favor of such merger, and (iii) to waive all dissenters rights available under the Pennsylvania Business Corporation Law, as amended.
ii. In the event that the transaction contemplated by this Agreement is effected by means of a merger pursuant to this Section 16(t), Buyer shall, at the written request of one or more of the persons who are serving as the directors or officers of the Company immediately prior to the Closing (which request is received by Buyer prior to or at the Closing), Buyer shall maintain in effect directors and officers liability insurance covering such directors...