Alternative Structures. Agent, the Lenders and Borrowers agree that, if the addition of a Foreign Borrower or Foreign Guarantor of Payment pursuant to this Section 2.13 would result in a requirement by such Foreign Borrower or Foreign Guarantor of Payment to pay to any Lenders additional amounts pursuant to Section 3.2 hereof, then Agent, the Lenders and Borrowers agree to use reasonable efforts to designate a different lending office or otherwise propose an alternate structure that would avoid the need for, or reduce the amount of, such additional amounts so long as the same would not, in the reasonable judgment of Agent and the Lenders, be otherwise disadvantageous to Agent and the Lenders.
Alternative Structures. The parties agree to reasonably cooperate in the consideration and implementation of alternative structures to effect the business combination contemplated by this Agreement as long as any such alternative structure does not (a) impose any material delay on, or condition to, the consummation of the Merger, (b) cause any condition set forth in Article VII to not be capable of being satisfied (unless duly waived by the party entitled to the benefits thereof), or (c) adversely affect any of the parties hereto or either of the parties’ stockholders.
Alternative Structures. Prior to the consummation of the Mergers, MergerLP shall have the right, at its election, to restructure the Partnership Merger so that, rather than merging directly into MergerLP, FWOP would merge into a limited liability company that is wholly owned by MergerLP; provided that any such restructuring would not have an adverse financial effect on the stockholders of the Company or the limited partners of FWOP. In the event Merger LP makes such an election, the parties agree to make appropriate conforming amendments to the Transaction Documents and any related agreements.
Alternative Structures. The parties agree to reasonably cooperate in the consideration and implementation of alternative structures to effect the business combination contemplated by this Agreement, including without limitation, by merging Frontier with and into Merger Sub, or by merging Frontier into Xxxxx, as long as such alternative structure does not (i) impose any material delay on, or condition to, the consummation of the Merger, (ii) cause any closing condition set forth in Article 6 not to be capable of being fulfilled (unless duly waived by the party entitled to the benefits thereof) or (iii) adversely affect any of the parties hereto or either Holly’s or Frontier’s stockholders; provided, however, that the fact that a direct merger of Frontier into Xxxxx would require the approval of a majority of the holders of outstanding shares of Xxxxx Common Stock shall not be deemed to have the effect of (i), (ii) or (iii) above.
Alternative Structures. If Yucaipa and MHG jointly determine that an alternative form of pooled investment vehicle, another type of financing vehicle or another type of financing arrangement (each, an “Alternative Structure”), including, without limitation, (a) any publicly traded special purpose acquisition company, (b) any separate investment account, or (c) any contractual co-investment relationship, should be formed, arranged or used in addition or in lieu of the Fund for purposes of undertaking in whole or in part the purpose or functions of the Fund, then the Yucaipa and MHG shall interpret this Agreement to apply mutatis mutandis to such Alternative Structure and otherwise effectuate the intent of this Agreement to the fullest extent reasonably practicable as if references hereunder to the “Fund” also refer to such Alternative Structure and references hereunder to the capital commitments to the Fund also refer to the capital of such Alternative Structure; provided that a contractual co-investment relationship shall only be used in addition to the Fund or another Alternative Structure and shall invest on a pro rata basis with the Fund or such other Alternative Structure.
Alternative Structures. In the event of a change in Tax Law, the parties agree to reasonably cooperate in the consideration and implementation of alternative structures to effect the business combination contemplated by this Agreement, as long as any such alternative structure does not cause any condition set forth in ARTICLE 6 to not be capable of being, or not reasonably likely to be, satisfied on or before the Termination Date.
Alternative Structures. Any party may propose one or more alternative structures relating to the transaction contemplated by this Agreement apart from the structure contemplated in the preamble to this Agreement and in Section 2. Either party may accept or reject such proposed alternative structure in its sole discretion. To the extent the any proposed structure would result in any additional liability being imposed upon TRT or the Joint Venture, the Contributors agree to provide such additional representations and warranties and indemnities as may be required by TRT.
Alternative Structures. The parties agree to reasonably cooperate in the consideration and implementation of alternative structures to effect the business combination contemplated by this Agreement, including without limitation, by merging Merger Sub with and into Ticketmaster, as long as such alternative structure does not (i) impose any material delay on, or condition to, the consummation of the Merger, (ii) cause any closing condition not to be capable of being fulfilled (unless duly waived by the party entitled to the benefits thereof), or (iii) adversely affect any of the parties hereto or either Ticketmaster's or Live Nation's stockholders.
Alternative Structures. Following the date hereof and prior to the consummation of the Call Transaction, the parties will explore potential alternative, tax-efficient transaction structures that achieve substantially similar economic results as the Call Transaction.
Alternative Structures. At Parent’s election (provided that (a) such election does not adversely affect the amount of the Merger Consideration or the ability of Target to consummate the transactions contemplated hereby and (b) Target will not be deemed to have breached any of its representations or warranties herein if and to the extent such breach results from such election), the Merger may alternatively be structured so that Target is merged with and into Parent or any other direct or indirect Parent Subsidiary or so that Merger Sub (or any other direct or indirect Parent Subsidiary) is merged with and into Target. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement in order to reflect such election.
