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Closing Structure Sample Clauses

Closing Structure. Prior to the Closing, Seller shall, and shall cause its Affiliates, including the Seller Entities, the Purchased Entities and their respective Affiliates, to take actions set forth on, and/or to implement the closing structure set forth on, Exhibit C hereto (the “Closing Structure”), and Seller may, and may cause its Affiliates, including the Seller Entities, the Purchased Entities and their respective Affiliates, to take the actions set forth on Section 5.14 of the Seller Disclosure Schedules and to take actions to effect the transfer (which transfer shall be effected in such manner as Seller may determine, directly or indirectly, by way of distribution, sale or otherwise) of any Excluded Asset or cash held by any Purchased Entity or any Subsidiary of a Purchased Entity to Seller or any other member of the Seller Group; provided that all Liabilities (other than Taxes) incurred in connection with this ‎Section 5.14 or otherwise in connection with implementing the Closing Structure shall be borne by Seller and constitute Retained Liabilities. Seller shall be entitled to modify the Closing Structure from time to time with the prior written consent of Purchasers; provided, however, that Seller shall be entitled to modify the Closing Structure without Purchasers’ prior written consent if such modification would not reasonably be expected to (i) adversely affect the Business, the Purchased Assets, the Assumed Liabilities, Purchasers or their Affiliates, or any member of the Equity Investors, or (ii) impair, hinder or delay the ability of the Parties to perform their respective obligations under this Agreement and the other Transaction Documents or consummate in accordance with ‎Section 5.14 the transactions contemplated hereby and thereby. In the event the Closing Structure is so modified, (i) ‎Section 2.4(a) of the Seller Disclosure Schedules shall be deemed to be automatically amended to reflect such modifications to the extent applicable, and (ii) references to the “Closing Structure” shall be deemed to refer to such modified Closing Structure.
Sample 1
Closing Structure. Century, Adelphia and Highland shall have the right to restructure the transactions contemplated hereby such that, immediately prior to and in connection with the closing, Buyer shall merge with and into the Subsidiary and thereafter the Subsidiary at the closing shall redeem all of the stock of the Subsidiary held by Seller in consideration of the payment to Seller of the purchase price set forth in section 2 of this agreement. Immediately after the c1osing, Buyer or if the foregoing merger has occurred, the Subsidiary, will be recapitalized so that Century has a 40% equity interest in Buyer or the Subsidiary, as appropriate, and Highland has a 60% equity interest in Buyer or the Subsidiary, as appropriate.
Sample 1
Closing Structure. Prior to the Closing, Parent shall, and shall cause its Affiliates (including the Business Companies), to take actions set forth on, and/or to implement the closing structure set forth on Exhibit H hereto (the “Closing Structure”), and to take actions to effect the transfer (which transfer shall be effected in such manner as Parent may determine, directly or indirectly, by way of distribution, sale or otherwise) of any stock, assets, cash, employees or other interests held by (or in) any Parent Entity or Business Company, as the case may be. Parent shall be entitled to modify the Closing Structure from time to time with the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be entitled to modify the Closing Structure without Buyer’s prior written consent if such modification is de minimis and would not be reasonably expected to affect the Business, the Transferred Assets, the Assumed Liabilities, Buyer or its Affiliates, in each case, in any material respect. In the event the Closing Structure is so modified, (i) Exhibit H shall be deemed to be automatically amended to reflect such modifications to the extent applicable and (ii) references to the “Closing Structure” shall be deemed to refer to such modified Closing Structure.
Sample 1
Closing Structure. The closing of the sale of the Purchased Properties will be structured as a contribution of the Properties to Purchaser in exchange for operating partnership units ("OP Units"). The Winding-Up-Agents may put the OP Units received by the applicable Sellers to Purchaser for an equivalent amount of cash as necessary to accomplish the transactions described in the Purchase Agreement.
Sample 1

Related to Closing Structure

  • PRICING STRUCTURES Licenses and Support Services for the Licensed Programs to which this OST applies are granted according to the pricing structures mentioned in the related Transaction Document. Standard pricing structures are defined in the section “DEFINITIONS” of this OST, even though those pricing structures may not be applicable to the DS Offerings to which this OST applies. Other pricing structures may be made available on a case by case basis.

  • Management Structure Describe the overall management approach toward planning and implementing the contract. Include an organization chart for the management of the contract, if awarded.

  • Closing Events At the Closing, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, rulings, or other instruments required by this Plan to be so delivered at or prior to Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transaction contemplated hereby.

  • CLOSING AND CLOSING DATE 3.1 The Closing Date shall be December 10, 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, 00 Xxxxx Strexx, Boston, Xxxxxxxxxxxxx, xx xx xxxx xxxxx xxxxe as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & Xx. (the "Acxxxxxxx Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

  • Agreement Structure This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms (if any), the LI, and the XxX and is the complete agreement between Licensee and Lenovo regarding the use of the Program. It replaces any prior oral or written communications between Licensee and Lenovo concerning Licensee’s use of the Program. The terms of Part 2 may replace or modify those of Part 1. To the extent of any conflict, the LI prevails over both Parts.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Classification Structure All employees working under this Agreement shall be classified according to the skill based classification structure set out in Appendix A.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Payment Structure You must pay the fees listed on the relevant Services Order. Subscription payments will be structured differently based on the term you select from the three options below and the payment structure will be set forth in the Services Order. The fees identified in the Services Order are exclusive of shipping fees, and you will pay the shipping fees (if applicable) identified in the invoice.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

Most Referenced Clauses

Most Referenced Definitions