Form of Transaction. If after the execution hereof, Vision 21 determines that the ownership of the Nonmedical Assets of the Company can be better achieved through a different form of transaction without economic injury to the Company or the Physician, or delay of the consummation of the transaction, the Company and the Physician shall cooperate in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company and the Physician at Closing for all reasonable additional expenses incurred by the Company and the Physician as a result of such change in form.
Form of Transaction. The Sellers, Parent and Purchaser hereby agree that the acquisition of the Purchased Assets pursuant to this Agreement is intended to be treated as a taxable transaction for U.S. federal income tax purposes. The Sellers, Parent and Purchaser hereby further agree to continue to review the relevant information of the Sellers and to discuss the acquisition structure. If the Parent and Purchaser desire to modify the structure of the acquisition of the Purchased Assets pursuant to this Agreement, the structure of such acquisition and this Agreement shall be accordingly modified subject to the consent of the Sellers, which consent shall not be unreasonably withheld or delayed.
Form of Transaction. The Transaction shall be effectuated through prepackaged jointly administered voluntary cases to be commenced by the Company (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) that shall contemplate a chapter 11 plan of reorganization that is consistent in all material respects with the terms and conditions of the Plan.
Form of Transaction. If after the execution hereof, Vision 21 determines that the sale of the Nonmedical Assets of the Company and the Partnership can be better achieved through a different form of transaction without economic injury to the Company or the Physician, or delay of the consummation of the transaction, the Company and the Physician shall cooperate (and the Company shall use its best efforts to cause the Partnership to cooperate) in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company, the Partnership and the Physician at Closing for all reasonable additional expenses incurred by the Company, the Partnership and the Physician as a result of such change in form.
Form of Transaction. If after the execution hereof, Vision 21 determines that the sale of the Assets of the Company can be better achieved through a different form of transaction without economic injury to the Company or the Shareholder, or delay of the consummation of the transaction, the Company and the Shareholder shall cooperate in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company and the Shareholder at Closing for all reasonable additional expenses incurred by the Company and the Shareholder as a result of such change in form.
Form of Transaction. The parties acknowledge that this transaction is structured as a sale of individual properties. However, provided that such action shall be acceptable to the holders of the Assumable Debt, and such action shall in no manner materially delay or interfere with the Closing, Buyer may, by delivery of written notice to Sellers at any time prior to the expiration of the Review Period, elect to acquire all of the beneficial ownership interests in REMIC, KPT Mortgage and/or Smithfield, in which event Buyer and Sellers agree within five (5) Business Days following such election to enter into an amendment to this Agreement setting forth such modifications as are reasonably necessary or appropriate in order to effect a portion of the transactions contemplated hereby as the purchase of one or more entities in addition to the direct purchase of the remaining Properties.
Form of Transaction. If after the execution hereof, Vision 21 determines that the sale of the Non-optical Assets of the Company can be better achieved through a different form of transaction without economic injury to the Company, New P.C. or the Shareholder, or delay of the consummation of the transaction, the Company, New P.C. and the Shareholder shall cooperate in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company, New P.c. and the Shareholder at Closing for all reasonable additional expenses incurred by the Company, New P.C. and the Shareholder as a result of such change in form.
Form of Transaction. If after the execution hereof, Vision 21 determines that the ownership of the Non-optometric Assets of the Company can be better achieved through a different form of transaction without economic injury to the Company or the Optometrist, or delay of the consummation of the transaction, the Company and the Optometrist shall cooperate in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company and the Optometrist at Closing for all reasonable additional expenses incurred by the Company and the Optometrist as a result of such change in form.
Form of Transaction. XXX is the beneficial owner of all of the outstanding common stock of MBHC. ETCR desires to acquire all of the MBHC Stock from HEB and HEB desires to acquire shares of capital stock of ETCR. It is the intent of the Parties that this transaction will be structured so that the transfers of MBHC Stock and the ETCR capital stock will constitute a privately negotiated block transaction in reliance upon Section 4(2) of the Securities Act of 1933, as amended, and for federal income tax purposes, the Parties intend that the exchange of the shares contemplated to qualify as a tax-free exchange under the United States Revenue Code of 1986, as amended.
Form of Transaction. The transfer of the Purchased and Contributed Assets described in Section 1.1(b) shall be deemed to have occurred as follows: (i) Old BCS shall have sold to New BCS an undivided interest in 51% of the Purchased and Contributed Assets in a taxable transaction, in exchange for the Formation Payment, the Earnout Payments and the assumption of 51% of the Assumed Liabilities, and (ii) Old BCS shall have contributed to New BCS an undivided interest in the remaining 49% of the Purchased and Contributed Assets, in a tax-free contribution under Section 721 of the Code, in exchange for a 49% membership interest in New BCS represented by 490 Units and the assumption of the remaining 49% portion of the Assumed Liabilities not assumed pursuant to clause (i). The Parties agree to treat the transaction contemplated by this Agreement on their respective federal income tax returns in a manner that is consistent with the foregoing. In applying Section 704(c) of the Code to the contribution described in clause (ii) above, New BCS shall use the “traditional method” (within the meaning of Treasury Regulation Section 1.704-3(b)). No Party has relied on any other Party for any tax advice related to the transaction contemplated by this Agreement.
