Restructuring of Merger. Upon the mutual agreement of Purchaser and the Company, the Merger shall be restructured in the form of a forward subsidiary merger of the Company into Merger Sub, with Merger Sub being the surviving corporation, or as a merger of the Company into Purchaser, with Purchaser being the surviving corporation. In such event, this Agreement shall be deemed appropriately modified to reflect such form of merger.
Restructuring of Merger. Upon the mutual agreement of the Parent and the Company, the Merger shall be restructured in the form of a forward subsidiary merger of the Company into Merger Sub or any other affiliate of the Parent, with Merger Sub or such affiliate being the surviving corporation, or as a merger of the Company into the Parent, with the Parent being the surviving corporation. In such event, this Agreement shall be deemed appropriately modified to reflect such form of merger.
Restructuring of Merger. The parties expressly acknowledge and agree that, although it is their current intention to effect a business combination among themselves in the form contemplated by this Agreement, it may be preferable to effectuate such a business combination by means of an alternative structure in light of the conditions set forth in Sections 7.01(i), 7.02(d) and 7.03(d). Accordingly, if the only conditions to the parties' obligations to consummate the Merger which are not satisfied or waived are receipt of any one or more of those set forth in Sections 7.01(i), 7.02(d) and 7.03(d), and the adoption of an alternative structure (that otherwise substantially preserves for the parties the economic and other material benefits of the Merger) would result in such conditions being satisfied or waived, then the parties shall use their respective reasonable best efforts to effect a business combination among themselves by means of a mutually agreed upon structure other than the Merger that so preserves such benefits; provided that, prior to closing any such restructured transaction, all material third party and Governmental and Regulatory Authority declarations, filings, registrations, notices, authorizations, consents or approvals necessary to effect such alternative business combination shall have been obtained and all other conditions to the parties' obligations to consummate the Merger, as applied to such alternative business combination, shall have been satisfied or waived.
Restructuring of Merger. Upon the mutual agreement of Parent and Pac ----------------------- Rim, the Merger shall be restructured in the form of a forward triangular merger of Pac Rim into Merger Sub, with Merger Sub being the surviving corporation, or as a merger of Pac Rim into Parent, with Parent being the surviving corporation. In such event, this Agreement shall be deemed appropriately modified to reflect such form of merger.
Restructuring of Merger. It may be preferable to effectuate a business combination between Parent and KeySpan by means of an alternative structure to the Merger. Accordingly, if prior to satisfaction of the conditions contained in Article VI hereto, Parent proposes the adoption of an alternative structure that otherwise preserves for Parent and KeySpan the economic benefits of the Merger and will not materially delay the consummation thereof, then the parties shall use their respective reasonable best efforts to effect a business combination among themselves by means of a mutually agreed upon structure other than the Merger that so preserves such benefits; provided, however, that prior to closing any such restructured transaction, all material third party and Governmental Authority declarations, filings, registrations, notices, authorizations, consents or approvals necessary for the effectuation of such alternative business combination shall have been obtained and all other conditions to the parties’ obligations to consummate the Merger and other transactions contemplated hereby, as applied to such alternative business combination, shall have been satisfied or waived.
Restructuring of Merger. Upon the mutual agreement of USPI and OPC, the Merger shall be restructured in the form of a forward subsidiary merger of OPC into Merger Sub, with Merger Sub being the surviving corporation, or as a merger of OPC into USPI, with USPI being the surviving corporation. In such event, this Agreement shall be deemed appropriately modified to reflect such form of merger.
Restructuring of Merger. 58 6.08 Regulatory and Other Approvals . . . . . . . . . . . . . . . . . . . . . 59 6.09
Restructuring of Merger. The parties expressly acknowledge and agree that, although it is their current intention to effect a business combination among themselves in the form contemplated by this Agreement, it may be preferable to effectuate such a business combination by means of an alternate structure as described below.
Restructuring of Merger. Section 8.10.
Restructuring of Merger. If the condition to Closing set forth in Section 6.3(g) is not either satisfied or waived by Tide West, upon written notice from Tide West delivered to Parent within 15 days after the approval of the Tide West Proposal at both the Tide West Meeting and the Parent Meeting, the Merger shall be restructured under Section 351 of the Code as a "Horizontal Double Dummy" transaction whereby (a) the holders of Parent Common Stock would receive one share of common stock ("Newco Common Stock") of a newly created holding company ("Newco") in exchange for each share of Parent Common Stock as a result of a merger of a newly created subsidiary of Newco with and into Parent, and (b) the holders of Tide West Common Stock would receive $8.75 and .6295 of a share of Newco Common Stock for each share of Tide West Common Stock as a result of a merger of another newly created subsidiary of Newco with and into Tide West. In such event, this Agreement shall be deemed to be appropriately modified to reflect such restructuring and the parties hereto shall use their reasonable best efforts to effect such restructured transaction.
