Revised Structure Sample Clauses

Revised Structure. Following the date of this Agreement, Buyer and its representatives will conduct due diligence for the purpose of evaluating a potential change in the structure of the acquisition of the French portion of the Business. The potential change in the structure is referred to as the “French Holdco Structure” and would involve the Buyer (or one of its Affiliates) acquiring ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Holding S.A.S. (“SWM Holdings”) and the following Subsidiaries of SWM Holdings: Papeterie de Saint-Girons, LTR Industries S.A.S., SWM Services S.A.S., PDM Industries S.A.S., PDM Philippines Industries, Inc., Papeteries de Malaucene S.A.S., Malaucene Industries S.N.C. (but would not include Groupe Scapa France S.A.S., which will be removed as a Subsidiary of SWM Holdings prior to the Closing in connection with the Pre-Closing Restructuring). Buyer agrees to implement the French Holdco Structure, except that Buyer, in its sole discretion, can elect to retain the existing structure (as reflected in this Agreement) if, in the course of its diligence, matters are discovered that, regardless of whether such matters are indemnifiable by Parent, (i) would have been a breach of the representations and warranties contained in Section 3.11 (Litigation), Section 3.12 (Compliance with Applicable Law), Section 3.18 (Labor Relationships) and Section 3.22 (Anti-Corruption Laws; Sanctions; Export Control Laws) if the French Holdco Structure had been in effect as of the date of this Agreement, (ii) would reasonably be expected to impact the governmental relationships, including in respect of permits, licenses and registrations, of Buyer’s existing businesses or the Business, (iii) would reasonably be expected to result in potential liability of more than $3,000,000, or (iv) would reasonably be expected to result in an incremental increase in costs related to, or otherwise create an impediment for, Buyer’s financing and capital structure plans for the Business post-Closing. Buyer will promptly provide notice to Parent upon learning of any of the matters described in the foregoing clauses (i)-(iv). Parent will reimburse Buyer for up to $100,000 of reasonable expenses in connection with the due diligence exercise described in this Section 6.24. As a condition to the implementation of the French Holdco Structure, ▇▇▇▇▇▇ agrees to modify this Agreement, including Section 9.19 (Indemnification), to provide that Parent will indemnify (on a dollar for dollar basis and without any cap) the Buyer Indem...
View Source
Revised Structure. Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall have the right to revise the structure of the purchase described in Sections 1 and 2 and the exchanges described in Section 3 provided that such revised structure shall not have a materially adverse financial effect on CCO or CPC.
View Source
Revised Structure. In the event that a Party shall have given a Revised Structure Notice prior to the SVF Blocker Merger Effective Time, the Parties shall take all actions necessary or advisable in order to give effect to the second sentence of Section 1.2(b).
View Source

Related to Revised Structure

  • 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.

  • Corporate Structure The corporate structure, capital structure and other material debt instruments, material accounts and governing documents of the Borrowers and their Affiliates shall be acceptable to the Administrative Agent in its sole discretion.

  • Classification Structure All employees working under this Agreement shall be classified according to the skill based classification structure set out in Appendix A.

  • Accounting and Tax Treatment Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger, and to take no action which would cause the Merger not, to qualify for treatment as a pooling of interests for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.

  • 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.