Change of Structure. If Buyer changes the structure of CPE LLC or its interest therein in a manner that diminishes the benefits allocable to RTEA under this Agreement (a “Change of Structure”), including, without limitation, a sale of Adjustable Assets to a Subsidiary that is treated as a corporation for U.S. federal income tax purposes, then, notwithstanding anything to the contrary herein, the calculation of the payments to be made to RTEA pursuant to this Agreement shall be made as if no such Change of Structure had occurred.
Change of Structure or change of CEO: (a) Xx Xxxxx X. Xxxxxxxxxx ceases to be the Chief Executive Officer of HoldCo at any time; or (b) there occurs any change in the corporate or legal or business structure of the Borrower, HoldCo or the Manager from that existing on the date of the Supplemental Agreement as disclosed and described to the Bank by the Borrower in the negotiation of the Supplemental Agreement; or
Change of Structure. Notwithstanding anything to the contrary contained in this Agreement, if the Purchaser determines in its discretion that the Asset Purchase under this Agreement cannot be consummated in the structure contemplated by this Agreement, then the transaction shall be restructured to the extent possible as a merger; provided, however, that no restructuring pursuant to this Section 2.8 shall change the number of Consideration Shares otherwise issuable hereunder, materially delay consummation of the transaction or have a material adverse effect on the ability of the parties to satisfy the conditions to the Closing or on the anticipated Tax consequences to the parties, and provided further that such restructuring shall be economically equivalent to the Asset Purchase in all material respects. In the event the transaction is restructured as a merger pursuant to this Section 2.8, the parties shall (i) execute such documents as the Purchaser may reasonably determine to be appropriate for the purpose of reflecting the restructuring of the transaction as a merger, and (ii) make such applications and filings and take such other actions as are appropriate in order to implement such merger.
Change of Structure. Upon the request of ProLogis prior to the date that the Joint Proxy Statement/Prospectus is first mailed to Catellus Stockholders or ProLogis Shareholders, the parties shall use their commercially reasonable efforts to amend this Agreement to provide, in lieu of the Merger described herein, either that (i) a new publicly traded holding company of Catellus and its Subsidiaries (“New Holdco”) shall be created in a transaction qualifying as a reorganization under Section 368(a)(1)(F) of the Code and, thereafter, New Holdco shall merge with and into Merger Sub, with Merger Sub as the surviving corporation of the merger, or (ii) Catellus shall be merged with and into ProLogis, with ProLogis as the surviving entity in the merger. All other terms and conditions of this Agreement as so amended shall remain, to the extent practicable, the same as provided in this Agreement on the date hereof.
Change of Structure. If, in order to better satisfy the parties' corporate, tax and accounting objectives, it is necessary to effect the Transactions contemplated hereby through a different structure (including a stock purchase or a reverse triangular or forward triangular merger) than the structure presently contemplated herein and provided that the alternative structure shall not materially affect the value or timing of the Transactions, the Company shall cooperate with Broadcom in effecting the alternative structure and will take all reasonably necessary action towards such end, including the execution of any amendments to this Agreement (provided that such amendments relate only to the alternative structure of the transaction and any related matters and do not include any other substantive changes not otherwise agreed between the parties).
Change of Structure. Subject to the provisions of this Section 1.1(b), Parent may, at its election, acquire the Company through a merger of Merger Sub with and into the Company, in which the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent (the "REVERSE TRIANGULAR MERGER"). If Parent so elects, the Company shall take such actions as are reasonably requested by Parent to effect the Reverse Triangular Merger and all references in this Agreement to the Surviving Corporation shall be to the Company as the Surviving Corporation. Notwithstanding the foregoing, Parent shall not effect the Reverse Triangular Merger if the Reverse Triangular Merger would not constitute a reorganization within the meaning of Section 368(a) of the Code.
Change of Structure. 15.1. If Licensee is acquired by a third party or is merged into or with a third party, such third party and its affiliates may at no additional cost be a permitted User under this Agreement.
Change of Structure. Changing the share capital of the Company, including by way of any issue, cancellation, consolidation or subdivision, of Shares or materially changing the nature or scope of the Business as described in clause 8.1;
Change of Structure. Company and Seller agree that Company may change the structure of the Merger so long as the consideration received by Seller shareholders under Section 2.5 hereof is not modified and the Closing of the Merger is not materially delayed.
Change of Structure. If, in order to better satisfy the parties' corporate, tax and accounting objectives, it is necessary to effect the Transaction contemplated hereby through a different structure than the structure presently contemplated herein and PROVIDED that the alternative structure shall not materially affect the value or timing of the Transaction, the Parties shall cooperate in effecting the alternative structure and will take all reasonably necessary action towards such end, including the execution of any amendments to this Agreement (PROVIDED that such amendments relate only to the alternative structure of the transaction and any related matters and do not include any other substantive changes not otherwise agreed between the parties).
