Sale Structure Sample Clauses

Sale Structure. In connection with the sale of any Property which has the Approval of Partners pursuant to Section 8.2(b), the General Partner shall structure the transaction pursuant to one of the four options listed below; provided, however, that the Limited Partner must Approve which of the following options is to be utilized (and the numbered steps within each option shall be sequential but effectively simultaneous, and the structures designated by the Limited Partner shall occur contemporaneously with the sale of the applicable Property by the REIT Owner which has been Approved by the Partners pursuant to Section 8.2(b)): (a) The Partnership shall distribute to the Partners all of the Partnership’s voting shares of stock in the REIT Owner pro rata based on each Partner’s respective Distribution Share; (b) the Limited Partner shall sell, and the General Partner or one of its Affiliates shall purchase, the shares of the stock in the REIT Owner distributed to the Limited Partner for an amount equal to the Limited Partner’s Distribution Share; (c) the General Partner, as the holder of 100% of the voting shares of the REIT Owner’s stock, shall cause the REIT Owner to sell the related Property to the third-party purchaser for the Agreed Purchase Price; and (d) the REIT Owner shall distribute the net proceeds resulting from the sale to the General Partner (which should equal the total of the Distribution Share for each Partner), in any manner which the General Partner deems appropriate. (a) The Partnership shall cause the REIT Owner to sell its Property to the third party purchaser for the Agreed Purchase Price; (b) immediately following the sale of the Property, the Partnership will distribute to the Partners all of the voting shares of stock in the REIT Owner pro rata based on their Distribution Shares; (c) concurrently with the distribution of the REIT Owner’s shares, the Partners will enter into a shareholders’ agreement pursuant to which they will agree that neither shall permit or cause the REIT Owner to declare a capital gain distribution or liquidation or permit such REIT Owner to acquire any new Properties without the Approval of the other Partner; (d) the Limited Partner shall sell, and the General Partner shall purchase, the Limited Partner’s stock ownership interest in the REIT Owner for the amount of the Limited Partner’s Distribution Share; and (e) thereafter, the General Partner shall have discretion and authority to exercise any and all rights available to i...
Sample 1
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Sale Structure. Following the full execution hereof, we agree to have our respective accountants and lawyers confer to determine the most advantageous sale structure -- stock or asset sale -- and to cooperate in effectuating same. If the foregoing is acceptable to you, please so indicate by signing the attached copy of this letter and returning same to the undersigned. This offer shall be deemed withdrawn if not accepted in writing prior to February 17, 1998. Cordially, /S/ Willxxx X. Xxxxxxxxxx Agreed and accepted this __ day of February 1998. PRODUCTION SERVICES -- ATLANTA, INC. By /S/ ---------------------------------------- Marixx Xxxxxxx, personally and on behalf of the Company cc: Davix Xxxxxxxx 4 March 6, 1998 VIA FAX (404)000-0000 & XAIL Marixx X. Xxxxxxx Xxxuxx Xxxxxxx Xxxduction Services-Atlanta, Inc. 2000 Xxxxxxxx Xxx, Xxxxxxxx 0 Xxxxxxx, Xxxxxxx 00000 RE: MODIFICATION TO PURCHASE AGREEMENT Dear Marixx xxx Mrs. Xxxxxxx: Your proposal of March 4, 1998 is acceptable with the following clarifications and modifications: 1. The purchase price shall be two million one hundred thousand dollars ($2,100,000). However, we will agree that $600,000 of the price shall be evidenced by 600,000 shares of common stock of Shotmaker, even though it is currently trading for slightly less than $1. 2. The note described in paragraph 2b shall be secured by a second position on all of the assets we are acquiring from you, not all of the assets of Shotmaker. 3. As control shareholder, we shall recommend Marixx Xxxxxxx xxx a board seat at the next regularly scheduled meeting of the shareholders. In any event, Marixx xxxll be assured a position on the Shotmaker Advisory Board. 4. Shotmaker will assume all prospective operating expenses, such as payroll and leases as of the closing, provided said obligations are disclosed, reviewed by us and approved prior to the closing. Shotmaker has approved and will assume the leases for the Atlanta office space, the Nashville office space and the Atlanta studio space. Since this is an asset purchase, we will not be assuming any liabilities, except as expressly agreed in writing. As to payroll, we will hire certain of your employees as of the date of the closing and any accrued vacation pay or other prior obligations to them shall be your responsibility.
Sample 1

Related to Sale Structure

  • Group Structure 17.1 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any shares, securities or other interest in any company or other person.

  • Management Structure Describe the overall management approach toward planning and implementing the contract. Include an organization chart for the management of the contract, if awarded.

  • Agreement Structure This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms (if any), the LI, and the XxX and is the complete agreement between Licensee and Lenovo regarding the use of the Program. It replaces any prior oral or written communications between Licensee and Lenovo concerning Licensee’s use of the Program. The terms of Part 2 may replace or modify those of Part 1. To the extent of any conflict, the LI prevails over both Parts.

  • Fee Structure In consideration of Consultant providing services, Municipality shall pay Consultant for Services performed in accordance with Exhibit A – List of Services and Fee Schedule.

  • 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.

  • Changes to Fee Structure In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

  • Alternative Structure If following the date of this Agreement all of the conditions set forth in Article VI have been satisfied or waived (except that the tax representation letters in the forms as set forth in Exhibit B-1 and called for in Section 5.14 cannot be delivered and the condition set forth in Section 6.1(e) has not been waived), but the Closing could occur if the tax representation letters in the forms set forth in Exhibit B-2 could be executed and delivered (assuming Parent alters the structure as hereafter provided in this Section 1.1(b)), Parent shall alter the structure of the business combination between Merger Sub and the Company contemplated by this Agreement, , by consummating a second-step merger of the Surviving Corporation into a limited liability company wholly-owned by Parent that is disregarded as an entity for federal tax purposes, in accordance with Delaware Law, immediately following the Merger (such second-step merger, the “Second Merger”); provided, however, that (i) such wholly-owned disregarded limited liability company shall become a party to, and shall become bound by, the terms of this Agreement and (ii) the tax representation letters in the forms set forth in Exhibit B-2 shall be executed and delivered, and (iii) any action taken pursuant to this Section 1.1(b) shall not (unless consented to in writing by the Company prior to the Closing) (x) alter or change the kind or amount of consideration to be issued to the holders of the Company’s capital stock or other securities as provided for in this Agreement or (y) otherwise cause any closing condition set forth in Article VI not to be capable of being satisfied (unless duly waived by the party entitled to the benefits thereof). If such second-step merger occurs, references to the Merger in Recital I, Section 1.10, Section 2.6(b)(xiii), Section 4.1(b)(xviii), Section 5.14 and Section 6.1(e) shall be to the Merger and the second-step merger described in this Section 1.1(b), taken together as one integrated transaction for U.S. federal income tax purposes.

  • Governance Structure The Academy shall be organized and administered under the direction of the Academy Board and pursuant to the governance structure as set forth in its Bylaws. The Academy’s Board of Directors shall meet at least six times per fiscal year, unless another schedule is mutually agreed upon by the University President or Designee and the Academy.

  • Payment Structure You must pay the fees listed on the relevant Services Order. Subscription payments will be structured differently based on the term you select from the three options below and the payment structure will be set forth in the Services Order. The fees identified in the Services Order are exclusive of shipping fees, and you will pay the shipping fees (if applicable) identified in the invoice.

  • 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.

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