Structural Change. No structural change which would eliminate a staff position shall be made without prior negotiation with the Union.
Structural Change. 14 8.1 Discuss with Union 14 8.2 Job Abolition 14 8.3 Re-employment Lists 15 8.4 Length of Recall 15 8.5 Notice of Recall 15 8.6 Seniority of the Recalled Workers 16 8.7 Severance Pay 16
Structural Change. Nothing shall be done on the Site in, on or to any building which would structurally change the exterior or the interior bearing walls of any such building or structure, except as otherwise provided herein. Nothing herein shall affect the rights of the Participant to repair, alter or construct improvements on the buildings on the Site unless such repair, alteration or improvement would impair the structural integrity and/or exterior appearance of said buildings. Nothing herein shall be deemed to prohibit work ordered to be performed by the City building official.
Structural Change. Prior to the Restructure Notice Date, Parent shall deliver to Receiver either the Election Notice or the Non-Election Notice (but not both). Without the consent of Receiver or any other party hereto and notwithstanding any other provisions hereof, (i) upon ten (10) Business Days’ prior notice to Receiver describing such transfer, Parent may cause some or all of the limited liability company interests of Safety to be transferred to Parent or one or more Affiliates of Parent prior to the Closing Date and (ii) upon delivery by Parent to Receiver of an Election Notice not later than the Restructure Notice Date, (a) as a modification to the purchase price and number of shares of Receiver Common Stock set forth in Section 3.2(a) and (b), the number of shares of Receiver Common Stock to be purchased by Parent or its designee pursuant to Section 3.2(a) shall be 18,957,142 and the aggregate purchase price for those shares shall be $331,750,000.00, pursuant to Section 3.2(b)(i) Receiver shall deliver to Parent or its designee 18,957,142 shares of Receiver Common Stock and pursuant to Section 3.2(b)(ii) Parent shall pay or cause to be paid to Receiver $331,750,000.00, (b) the computation pursuant to Section 3.1(a) of the number of shares of Receiver Common Stock into which the limited liability company interests of Safety that are outstanding immediately prior to the Effective Time are to be converted shall reflect the changes to the number of Shares of Receiver Common Stock to be purchased by Parent or its designee, as described in the preceding clause (a), and in addition to such shares of Receiver Common Stock, such limited liability company interests in Safety shall also be converted into the right to receive $1,750,000 in cash, which on or prior to the Closing Date shall be contributed by Receiver to Merger Sub and shall, immediately following the Effective Time, be paid by the Surviving Company to the holder of the limited liability company interests in Safety immediately prior to the Effective Time and (c) the parties shall treat the Merger as a taxable sale of the limited liability interests in Safety, and not as a reorganization under Section 368(a) of the Code, for U.S. federal income tax purposes. If an Election Notice is delivered in no event shall Parent cause the limited liability company interests of Safety to be transferred to any Person pursuant to this Section 2.8, nor shall Parent designate a Person to be the purchaser of shares of Receiver Common ...
Structural Change. 5.1 NEMS TA shall not make any structural alterations of the premises without written permission from the City of Tupelo, Mississippi through its Director of Parks and Recreations. Such structural changes shall become the property of the City of Tupelo, Mississippi.
Structural Change. Without derogating from the Board’s general powers to determine the treatment of the Awards and Shares upon a Structural Change, in the event of any Structural Change, the Board shall be entitled (but not obliged), at its sole discretion, to: (i) provide for an assumption or exchange of Awards and/or Shares for awards and/or shares and/or other securities or rights of the Successor Company; and/or (ii) provide for an exchange of Awards or Shares for a monetary compensation; and/or (iii) determine that all unvested Awards shall terminate on the date of such Structural Change. In the case of assumption and/or substitution of Awards, appropriate adjustments shall be made so as to reflect such action and all other terms and conditions of the Award Agreements shall remain unchanged, including but not limited to the vesting schedule, all subject to the determination of the Board, which determination shall be at its sole discretion and final. The grant of any substitutes for the Awards and/or Shares to the Grantee further to a Structural Change, as provided in sub-clauses (i) and (ii), shall be considered as full compliance with the terms of this Agreement. The value of the exchanged Awards and/or Shares pursuant to this section shall be determined in good faith solely by the Board and its decision shall be final and binding on the Grantee. For the purposes of this section, Awards shall be considered assumed or substituted if, following the Structural Change, the Awards confer the right to purchase or receive, for each Share immediately prior to the Structural Change, the consideration (whether shares, options, cash, or other securities or property) received in the Structural Change by holders of ordinary shares held on the effective date of the Structural Change (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding ordinary share capital); provided, however, that if such consideration received in the Structural Change is not solely ordinary shares (or their equivalent) of the Successor Company or its parent or subsidiary, the Board may, with the consent of the Successor Company, provide for the consideration received in the Structural Change to be solely ordinary shares (or their equivalent) of the Successor Company or its parent or subsidiary equal in value to the per Share consideration received by holders of a majority of the outstanding ordinary share capital in the Struc...
Structural Change. Each entry by the Borrower or any Subsidiary in any line of business (including without limitation the acquisition of Real Estate other than for current or eventual use principally as a multifamily housing facility) other than a line of business in which it is engaged as a continuing matter on the Effective Date, each spinoff or divestiture affecting the Borrower or any Subsidiary (excluding such transactions to which only the Borrower and/or its Subsidiaries are parties) and each Investment permitted by ss.8.3(j), in each case whether or not permitted by the terms hereof other than ss.8.13.
Structural Change. The Borrower and its Subsidiaries shall not undertake or participate in any Structural Change which has the effect of committing or altering the status of more than 15% of the consolidated total assets determined in accordance with generally accepted accounting principles of the Borrower and its Subsidiaries as shown on their consolidated balance sheet as of the most recent fiscal quarter end for which financial statements are required to have been furnished to the Banks pursuant to ss.6.4 or ss.7.4, except upon the prior written consent of the Majority Banks.
Structural Change. ... 13 Conditions.............................................................. 13
Structural Change. If and when PRC laws permit a wholly foreign-owned enterprise to conduct the businesses currently conducted by the PRC Companies, the Company and the Founder Parties shall cause the PRC Companies to transfer their entire businesses to the WFOE or wholly owned Subsidiaries of the WFOE at a price equal to the lowest amount permitted under PRC laws.
