LLC Transaction Sample Clauses

LLC Transaction. All conditions to the consummation of the LLC Transaction pursuant to the LLC Transaction Agreement (except for the satisfaction or waiver of all conditions to the Transactions contemplated hereby) shall have been satisfied or waived and the LLC Transaction shall be consummated concurrently.
Sample 1
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LLC Transaction. Subject to the satisfaction of all other conditions set forth in the Original Agreement and this Amendment and provided that no Event of Default shall have occurred and be continuing, the Lenders hereby consent to the LLC Transaction.
Sample 1
LLC Transaction. At any time prior to the Closing Date, Buyer may request in writing that Seller, and Seller agrees that upon receipt of any such request, it will use commercially reasonable efforts to restructure the transactions contemplated by this Agreement as the sale by Seller and a purchase by Buyer of membership interests in an LLC Transaction. The “LLC Transaction” shall refer to a transaction consummated in the following form: (i) prior to the Closing, Seller shall cause each of the Company and its Subsidiaries to (and each of the Company and its Subsidiaries shall) convert to a limited liability company (an “LLC”) whose separate existence from Seller is disregarded for federal income tax purposes, and (ii) Seller shall sell, transfer, assign, convey and deliver the membership interests (the “Interests”) in each such LLC to Buyer, and Buyer shall purchase and accept such Interests from Seller for the consideration set forth in Section 3.1 of this Agreement. If an LLC Transaction is consummated, (i) any Taxes resulting from the LLC Transaction shall be treated as “Section 338 Taxes” for purposes of this Agreement, (ii) the Section 338(h)(10) Election required pursuant to Section 8.1(e) shall not be made, and (iii) the Parties shall report the LLC Transaction as the purchase and sale of all of the Interests in each LLC for federal and state Tax purposes. Buyer shall reimburse Seller for any additional costs incurred in connection with such an LLC Transaction that would not have been incurred but for the LLC Transaction.
Sample 1
LLC Transaction. If, as of the first day that the Closing may occur pursuant to Section 10.2, the Washington Ruling has been issued, immediately prior to the Closing Sellers shall, and shall cause the LLC to, take all actions necessary to consummate, and shall consummate, the transactions described in the Washington Ruling in order to allow the Buyer to obtain the Washington State sales tax benefits contemplated thereby (collectively, the "LLC Transaction"). Without limiting the generality of the foregoing, the parties agree that (a) immediately prior to the Closing, all of the Assets will be contributed by the Sellers to the LLC in exchange for all the membership interests in the LLC; and (b) from and after the Closing, the LLC shall jointly and severally with Buyer assume and pay, discharge and perform when due, the Assumed Liabilities. If at such time the Washington Ruling has not issued, the parties shall promptly negotiate in good faith amendments to this Agreement that will provide for the conveyance of the Assets by the Sellers directly to the Buyer with such amended Agreement being substantially in the form of the Other Form of Agreement. The Parties will endeavor to execute such amended Agreement prior to the last date the Closing may occur pursuant to Section 10.2. In no event, however, shall the failure of the Washington Ruling to timely issue or the failure of the Parties to amend this Agreement be a condition to Closing hereunder. Section 10.2
Sample 1
LLC Transaction. (a) At the Closing, the Members shall sell, assign, transfer, convey and deliver to Parent and/or an entity designated by Parent good and valid title to 100 percent of the interests in the LLCs (the "LLC Interests"), free of any Encumbrances.
Sample 1

Related to LLC Transaction

  • Basic Transaction On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, all of his Company Shares for the consideration specified below in this (S) 2.

  • Merger Transaction Section 2.1

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Transaction So long as this Note is outstanding, the Company shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that the Company does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

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