Revised Transaction Structure Sample Clauses

Revised Transaction Structure. The Parties shall, at Sellers’ option, consummate a revised transaction structure whereby the Pipelogic Membership Interests are conveyed to a newly-formed subsidiary of Buyer that is taxed as a partnership in exchange for interests in such subsidiary, such that Sellers and their Affiliates would receive the same economic and other benefits provided to the Unit Sellers in the Tax Receivable Agreement, the Company A&R Regulations and the Exchange Agreement (as such terms are defined in the Transaction Agreement); provided that (a) such revised transaction structure shall be effected in a manner so as to minimize any applicable Taxes to the Parties and (b) prior written consent of Buyer and Contributee shall be required if such revised transaction structure would result in any Tax consequences adverse to the Unit Sellers relative to not effecting such revised transaction structure.
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Revised Transaction Structure. (a) In the event that there is an amendment or modification to the Indo-Mauritius Tax Treaty prior to the Closing which would increase in a material respect the Tax liability to the Sellers upon the consummation of the transactions contemplated by this Agreement, then, as promptly as practicable following such event and prior to the Sellers or the Representative exercising their right to terminate this Agreement pursuant to Section 9.1(g), the Sellers, the Guarantors and the Representative will use their Reasonable Best Efforts to and will negotiate in good faith with the Buyers to modify this Agreement or to enter into an agreement for an alternative transaction structure which would accomplish the transactions contemplated by this Agreement without resulting in the Sellers incurring an increased Tax liability in excess of $1 million. For the avoidance of doubt this Section 5.18 shall not obligate any of the Buyers to pay additional or increased consideration or reimburse the Sellers for any tax liability. (b) In the event that following the delivery of the Financial Statements, the condition to Closing set forth in Section 6.1(m) is incapable of being satisfied, then as promptly as practicable following such delivery and prior to the Buyers exercising any termination rights that may be available to them pursuant to Article IX as a result of the failure of such condition, the Buyers will use their Reasonable Best Efforts to and will negotiate in good faith with the Sellers to modify this Agreement in a manner that is mutually acceptable which accomplishes the transactions contemplated by this Agreement. (c) In the event that following the delivery of the Financial Statements, the condition to Closing set forth in Section 6.2(j) is incapable of being satisfied, then as promptly as practicable following such delivery and prior to the Sellers or the Representatives exercising any termination rights that may be available to them pursuant to Article IX as a result of the failure of such condition, the Sellers will use their Reasonable Best Efforts to and will negotiate in good faith with the Buyers to modify this Agreement in a manner that is mutually acceptable which accomplishes the transactions contemplated by this Agreement.
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Revised Transaction Structure. In the event that Buyers are unable to obtain the Fed Consent on or prior to the Closing, the parties hereto shall cooperate in good faith to (a) revise the structure of the transactions contemplated by this Agreement so as to effect the acquisition of the Business (other than the real estate business of the Company and its Controlled Affiliates) by Buyers on substantially the same terms and conditions as set forth herein (other than such reduction in the consideration payable to Seller as may be mutually agreed by Seller and Buyers and such other mutually agreed changes as are necessary to implement the revised structure) and (b) seek, if possible, an alternative arrangement to achieve the economic results intended through the consummation of the transactions contemplated by this Agreement (including the acquisition and ownership of the real estate business of the Company and its Controlled Affiliates).
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Related to Revised Transaction Structure

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Pre-Closing Restructuring (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings.

  • 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.

  • 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.