Restructuring of Transaction Sample Clauses

Restructuring of Transaction. Notwithstanding any provision contained in this Agreement to the contrary, in the event that any claim, suit, proceeding or action is brought against any of the Parent, the Purchaser or the Company seeking to limit, void or enjoin any of the transactions contemplated by this Agreement, the Tender Agreements or any action taken by the Board of Directors of the Company to facilitate any transaction contemplated by this Agreement or the Tender Agreements on the basis of the transfer restriction contained in Article Fifth of the Company's Amended and Restated Certificate of Incorporation or the rules of the New York Stock Exchange, either the Parent or the Company may, at its option, upon written notice to the other parties, elect to amend this Agreement to provide for a cash merger of the Purchaser with and into the Company in lieu of the Offer upon terms and conditions which are substantially consistent with those contained in this Agreement, and all parties shall as promptly as practicable following receipt of such notice amend this Agreement.
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Restructuring of Transaction. Notwithstanding anything to the contrary contained in this Agreement, the parties recognize that the structure of the transactions contemplated hereby in the form of the First Merger followed by the Second Merger is subject to continuing review and analysis by the parties. Therefore, it may be necessary or appropriate to restructure transactions contemplated hereby as a result of tax, accounting, governance or other considerations, as may be mutually agreed by TRTL and the Company, subject to Section 12.10. The parties also recognize that an alternative transaction structure may necessitate changes in certain terms of this Agreement, but no such changes shall result in a change in the value of the consideration to be received by the stockholders of TRTL or the shareholders of the Company or shall be effected other than in compliance with Section 12.10.
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Restructuring of Transaction. The parties hereto agree that, upon written notice delivered to the other parties, the structure of the transaction contemplated by this Agreement shall be changed from a merger of Target and Acquiror, to a purchase and sale of the membership interests of Target by Acquiror upon substantially the same terms, conditions and consideration as contemplated herein. The parties agree to act in good faith in restructuring the transaction as a purchase of membership interests and agree to execute all necessary documents on or prior to the Closing Date to effect such re-characterization of this transaction. In addition, the parties agree to review the transaction for business efficiencies and to act in good faith in determining whether to make, and in making, any structural changes that such review may suggest. [The remainder of this page is intentionally blank.]
Sample 1

Related to Restructuring of Transaction

  • Closing of Transaction The sale of the Share by Seller to Purchaser under the Shareholder Agreement shall be coordinated with and shall occur simultaneously with the closing of the transactions contemplated by the Share Purchase Agreement and the Remaining Agreements. Within one business day after the Closing, the Purchaser shall deliver to Seller the cash portion of the purchase price as set forth in the Shareholder Agreement. The cash portion of the purchase price for all outstanding shares of limited liability company interest may be transferred by wire transfer to the Company's US dollar account, for immediate distribution to the Seller and the other sellers of such limited liability company interests. Within 30 days after the Closing, the Purchaser shall deliver to the Seller a stock certificate representing the preferred stock of the Purchaser to which the Seller shall be entitled hereunder and under the Shareholder Agreement.

  • Closing of Transactions 2 Section 1.3 Exchange of Secretary's Certificates.......................................................2

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • TIMING OF TRANSACTIONS Distributor hereby appoints the Company as agent for the Funds for the limited purpose of accepting purchase and redemption orders for Fund shares from the Contract owners. On each day the New York Stock Exchange (the "Exchange") and the Company are open for business (each, a "Business Day"), the Company may receive instructions from the Contract owners for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and transmitted to the Funds' transfer agent by 9:30 a.m. Eastern time on the next Business Day will be executed at the net asset value determined as of the Close of Trading on that Business Day. Any Orders received by the Company on such day but after the Close of Trading, and all Orders that are transmitted to the Funds' transfer agent after 9:30 a.m. Eastern time on the next Business Day, will be executed at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day as of which an Order is executed by the Funds' transfer agent pursuant to the provisions set forth above is referred to herein as the "Trade Date". All orders are subject to acceptance or rejection by Distributor or the Funds in the sole discretion of either of them.

  • Reporting of Transactions The Subadviser shall provide each Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Adviser with such information upon request of the Adviser and shall otherwise shall cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodians and foreign custodians, the Trust’s transfer agent and pricing agents, and all other agents and representatives of the Trust.

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

  • PROCESSING OF TRANSACTIONS (a) If transactions in Fund shares are to be settled through the National Securities Clearing Corporation's Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV) system, the terms of the Fund/SERV and Networking Agreement, between Company and American Century Services Corporation, an affiliate of Distributor, shall apply.

  • Settlement of Transactions (a) Subject to Section 3 and Section 4.2, J.X. Xxxxxx will act in accordance with Instructions with respect to settlement of transactions. Settlement of transactions will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes J.X. Xxxxxx to deliver Financial Assets or cash payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of J.X. Xxxxxx, and the risk of loss arising from any such action will be borne by the Customer. If the Customer’s counterparty (or other appropriate party) fails to deliver the expected consideration as agreed, J.X. Xxxxxx will notify the Customer of such failure. If the Customer’s counterparty continues to fail to deliver the expected consideration, J.X. Xxxxxx will provide information reasonably requested by the Customer that J.X. Xxxxxx has in its possession to allow the Customer to enforce its rights against the Customer’s counterparty, but neither J.X. Xxxxxx nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

  • Nature of Transaction It is the intention of the parties that:

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