Structural Considerations Sample Clauses

Structural Considerations. 10.1.1 The Parties currently intend that, should an IPO be effected, the issuer of shares offered in such IPO would be one of the Intermediate Holdcos or VNU and not Luxco, although the Investors Committee may designate any other member of the Group as an issuer of shares offered in such IPO as well (such issuer, “Issuer”). At any time before or after such IPO, upon the affirmative vote of the Investors’ Committee as described below, Luxco shall take any such actions necessary, appropriate or desirable, and may cause any Intermediate Holdco to take any such actions, (a) to liquidate, dissolve, wind up or otherwise terminate itself or any Intermediate Holdco or merge Luxco and one or more Intermediate Holdcos or merge Intermediate Holdcos (or do any of the foregoing with or involving VNU) and/or (b) to reorganize or recapitalize itself or any Intermediate Holdco (or VNU or any other member of the Group) (each, a “Reorganization Transaction”), in each case, so as to optimize the corporate structure as is appropriate in light of tax, legal or other professional advice received by Luxco in connection with an IPO. In connection with any Reorganization Transaction, the Investors may receive shares or other securities of any class issued by any member of the Group so that each Investor is in the same position with respect to its rights to the assets and earnings of Luxco and its direct and indirect subsidiaries by way of a dividend or distribution in kind or in exchange for or otherwise in replacement of Units (collectively, “Replacement Securities”). The term “Units”, whenever used in this Agreement (unless the context otherwise requires), shall be deemed to include any such Replacement Securities when issued. The transactions described in this Article 10.1.1 are subject to the prior approval of the Investors’ Committee under Article 6.6.4.
Sample 1
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Structural Considerations. Preliminary sub-consultant reports as appropriate, such as structural, lighting, electrical, mechanical, hydraulic engineers and consultants licensed to practice in the State of Minnesota.
Sample 1
Structural Considerations. The Seller acknowledges and agrees that the Purchaser may, after the entry of the Sale Order and at least five (5) Business Days prior to the Closing, request changes to the structure of the transaction (a “Structural Change”), including, without limitation:
Sample 1

Related to Structural Considerations

  • Additional Considerations For each mediation or arbitration:

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Other Considerations A. Changes to an Approved Scope of Work: The Recipient shall notify FEMA and shall require a sub-recipient to notify it immediately when a sub-recipient proposes changes to an approved scope of work for an Undertaking.

  • Tax Considerations The Company has advised Recipient to seek Recipient’s own tax and financial advice with regard to the federal and state tax considerations resulting from Recipient’s receipt of the Award and Recipient’s receipt of the Shares upon Settlement of the vested portion of the Award. Recipient understands that the Company, to the extent required by law, will report to appropriate taxing authorities the payment to Recipient of compensation income upon the Settlement of RSUs under the Award and Recipient shall be solely responsible for the payment of all federal and state taxes resulting from such Settlement.

  • Stock Consideration 3 subsidiary...................................................................53

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

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