Alternative Structure If following the date of this Agreement all of the conditions set forth in Article VI have been satisfied or waived (except that the tax representation letters in the forms as set forth in Exhibit B-1 and called for in Section 5.14 cannot be delivered and the condition set forth in Section 6.1(e) has not been waived), but the Closing could occur if the tax representation letters in the forms set forth in Exhibit B-2 could be executed and delivered (assuming Parent alters the structure as hereafter provided in this Section 1.1(b)), Parent shall alter the structure of the business combination between Merger Sub and the Company contemplated by this Agreement, , by consummating a second-step merger of the Surviving Corporation into a limited liability company wholly-owned by Parent that is disregarded as an entity for federal tax purposes, in accordance with Delaware Law, immediately following the Merger (such second-step merger, the “Second Merger”); provided, however, that (i) such wholly-owned disregarded limited liability company shall become a party to, and shall become bound by, the terms of this Agreement and (ii) the tax representation letters in the forms set forth in Exhibit B-2 shall be executed and delivered, and (iii) any action taken pursuant to this Section 1.1(b) shall not (unless consented to in writing by the Company prior to the Closing) (x) alter or change the kind or amount of consideration to be issued to the holders of the Company’s capital stock or other securities as provided for in this Agreement or (y) otherwise cause any closing condition set forth in Article VI not to be capable of being satisfied (unless duly waived by the party entitled to the benefits thereof). If such second-step merger occurs, references to the Merger in Recital I, Section 1.10, Section 2.6(b)(xiii), Section 4.1(b)(xviii), Section 5.14 and Section 6.1(e) shall be to the Merger and the second-step merger described in this Section 1.1(b), taken together as one integrated transaction for U.S. federal income tax purposes.
Structure a) The committee will meet as necessary at times determined by the Association and TEBA. b) The Association and TEBA shall each bear the cost of their participation in this committee. c) The Association and TEBA will each appoint three (3) representatives to the committee. d) The committee will be chaired jointly.
Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.
Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.
Consolidated Total Leverage Ratio Permit the Consolidated Total Leverage Ratio as of the last day of any fiscal quarter ending on or after September 30, 2008 to be greater than 3.5 to 1.0.
Fee Structure In consideration of Consultant providing services, Municipality shall pay Consultant for Services performed in accordance with Exhibit A – List of Services and Fee Schedule.
Credit Structure If the PTD Service Level Standard is not met, it is a Service Issue and is considered a Service Restoration Priority 2. If the PTD metric for a pair of Customer Connections or Customer Sites is not being met, Customer may be eligible for a credit. To obtain a credit, a trouble ticket must be opened with Verizon when a PTD Service Level Standard is not being met or if a Service Issue is identified. Verizon will work with Customer to confirm that a PTD issue exists and repair the problem(s), as applicable. Once Verizon confirms that the PTD Service Level Standard is not being met, Verizon will have 30 calendar days to repair the Service to meet the PTD Service Level Standard and close the applicable trouble ticket, and in such an event, Customer will not be eligible for a credit. If, after 30 calendar days of opening the trouble ticket, the PTD Service Level Standard continues to not be met, Customer will qualify for a credit. Customer’s measurement of PTD prior to opening a trouble ticket may be considered by Verizon in determining the need to repair the Service. Packet Transit Delay (PTD) 20% 5.4.4.1 Service Issues occur between pair Ports of the Private IP Network. Consequently, two Customer connections will be impacted by each Service Issue. For Service Issue Service Level Standard credit purposes, the MRC will be defined as the average of the MRCs for each of the two impacted Customer Connections.
Capitalization of Subsidiaries All the outstanding shares of capital stock (if any) of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except to the extent set forth in the General Disclosure Package or the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.
Change in Structure Except as expressly permitted under Section 6.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, amend any of its Organization Documents in any respect materially adverse to Agent or Lenders.
Organizational and Capital Structure The organizational structure and capital structure of Holdings and its Subsidiaries shall be as set forth on Schedule 4.1.
