Structure of the Transaction Sample Clauses
Structure of the Transaction. Parent may at any time change the method of effecting the Transaction if and to the extent requested by Parent and consented to by the Company (such consent not to be unreasonably withheld); provided, however, that no such change shall (i) alter or change the amount or kind of the Consideration provided for in this Agreement, (ii) adversely affect the Tax treatment of the Transaction with respect to the Company’s or Company Virginia Subs’ stockholders or (iii) materially impede or delay, or make less likely, the consummation of the Transaction.
Structure of the Transaction. 3.1 The parties intend to implement the Transaction by means of the Scheme. Equinix shall be entitled (subject always to the consent of the Panel), whether before or after the posting of the Scheme Document, to implement the Transaction by way of an Offer if:
(A) Telecity provides its prior written consent (an “Agreed Switch”) in which case Clause 3.2 shall apply;
(B) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Telecity which is recommended by the Telecity Directors; or
(C) the board of Telecity Directors withdraws its unanimous recommendation of the Transaction.
3.2 In the event of an Agreed Switch:
(A) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 90 per cent. (or such lesser percentage as Equinix may decide after, to the extent necessary, consultation with the Panel being in any case at least 75 per cent.) of the Telecity Shares to which the Offer relates;
(B) Equinix shall not take any such action which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non-fulfilment of the Acceptance Condition prior to the 60th day after publication of the Offer Document and Equinix shall ensure that the Offer remains open for acceptances until such time;
(C) Equinix shall keep Telecity informed, on a regular basis and in any event within two Business Days following a written request from Telecity of the number of Telecity Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders, and the number of Telecity Shares to which such forms relate; and
(D) the Offer shall otherwise be made on the same terms as those set out in the Announcement, subject to any modification or amendment to such terms and conditions as may be agreed by Telecity and the Panel or which is necessary as a result of the switch from the Scheme to the Offer.
3.3 In the event of an Agreed Switch, all provisions of this Agreement which relate to the Scheme and its implementation shall apply to the Offer and its implementation mutatis mutandis.
3.4 Equinix agrees to cooperate in good faith with Telecity to explore whether it is possible to effect the Transaction in such a way as to preserve rollover relief for UK-based Telecity Shareholders.
Structure of the Transaction. Parent may at any time change the method of effecting the Transaction if and to the extent requested by Parent and consented to by the Company (such consent not to be unreasonably withheld); provided, however, that no such change shall (i) alter or change the amount or kind of the Share Consideration provided for in this Agreement, (ii) adversely affect the Tax treatment of the Transaction with respect to the Company’s or Company Virginia Sub’s stockholders or (iii) materially impede or delay, or make less likely, the consummation of the Transaction.
ARTICLE 9 Covenants of Parent
Structure of the Transaction. 3.1 The parties intend to implement the Transaction by means of the Scheme. Caesars shall have the right (a “Right to Switch”) (subject always to the consent of the Panel), whether before or after the posting of the Scheme Document, to implement the Transaction by way of an Offer if:
(A) Xxxxxxx Xxxx provides its prior written consent (an “Agreed Switch”); or
(B) a Xxxxxxx Xxxx Board Adverse Recommendation Change occurs.
3.2 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer Document and its implementation mutatis mutandis, save as set out in this Clause 3.
3.3 Caesars hereby represents that it is not, at the date of this Agreement, and undertakes that (for so long as this Agreement is in force) that it shall not become, following the date of this Agreement, required to make a mandatory offer for Xxxxxxx Xxxx pursuant to Rule 9 of the Code.
3.4 If, solely for logistical or practical reasons beyond Xxxxxxx Xxxx’x reasonable control, it is not or is no longer reasonably practicable to convene the Court Meeting and/or Xxxxxxx Xxxx GM by the date stipulated in Condition 2.1(ii) or Condition 2.2(ii) respectively, then Caesars shall consent to an extension to such date until the next date upon which it is reasonably practicable to convene the Court Meeting and/or Xxxxxxx Xxxx GM.
Structure of the Transaction. 3.1 Subject to the terms of this Agreement, the Target will issue and allot in favour of the Buyer and the Buyer will subscribe for such number of Target Shares and the Seller or the Bank Seller (as the case may be) will sell and the Buyer will purchase Target Shares as follows:-
(1) Transaction (2) Number of Target Shares of €1 (3) Amount of subscription price or purchase price (USD$) (4) Mechanism, obligations and steps relating to Completion of the relevant sale and purchase (5) Percentage of share capital (6) Cumulative Percentage of share capital of the Buyer immediately after the relevant Transaction (7) Completion Dates (8)
Structure of the Transaction. 2.1 The Transaction is structured as follows: Party A will purchase the 100% equity in Poly held by Party B and the equity in Home Inns held by Party C by way of Non-public Offering of shares. Upon the completion of the Transaction, the Target Equity originally held by Party B and Party C shall be held by Party A.
2.2 The shares to be issued in the Offering shall be RMB ordinary shares traded on the domestic market (“A” shares) with a par value of RMB1.00 per share.
2.3 The shares to be issued in the Offering shall be issued to Party B and Party C.
2.4 The Base Date for Pricing of the Offering shall be the date of announcing the resolutions of the eighth session of the sixth board of directors of Party A. The Parties agree that the price for the Offering shall be RMB15.69/share, which is not lower than 90% of the average trading price of Party A’s stock during the twenty (20) trading days prior to the Base Date for Pricing and therefore conforms to the requirements of the Measures for Administration of Material Asset Reorganization of Listed Companies. The definite issue price shall be subject to approval of Party A’s shareholders’ meeting.
2.5 The number of New Shares to be issued by Party A to the Transferors shall be calculated as follows: number of New Shares to be issued by Party A to the Transferors = trading price of the Target Assets / issue price. After the Transferors subscribe for the New Shares issued by Party A with the Target Assets held by them, any fraction not sufficient to exchange for one share of the New Shares will be given to Party A at no consideration. On this basis, the number of New Shares to be issued by Party A to the Transferors shall be: 1 BTG Group 14,726,165 109,218,761 2 Ctrip Shanghai 14,400,765 104,901,899 3 Wise Kingdom 317,294 2,311,317 4 Nxxxxxx Xxxx 375,500 2,735,317 5 Smart Master 3,458,745 25,195,114 6 Jxxx Xxx 30,138 219,539 7 Peace Unity 228,806 1,666,729 8 Xiangxin Zong 84,272 613,876 Total 33,621,685 246,862,552 The aforesaid number of shares to be issued shall be subject to approval by Party A’s shareholders’ meeting and ratification of the CSRC, and the definite number of shares shall be the number finally ratified by the CSRC.
2.6 With an aim to facilitate the continuous and stable development of Party A after reorganization, Party B and Party C hereby make the following undertakings with respect to the lockup period for the shares of the listed company acquired due to the Assets Purchase by Share Issue: (1) ...
Structure of the Transaction. PCS, or a wholly-owned subsidiary of PCS (“Transaction Sub”), shall acquire substantially all of the assets of the Company in exchange for common stock of PCS (“PCS Stock”). February 2, 2009
Structure of the Transaction. The transaction shall be structured to comply with and is subject to all applicable (1) state and federal corporate and securities laws, (2) state and federal tax laws, and (3) state and federal health care laws.
Structure of the Transaction. 2.1 Company to be a Wholly-Owned Subsidiary of Buyer. Buyer and ------------------------------------------------ Stockholder intend for the Company to become a wholly-owned subsidiary of Buyer, and on a post-Closing basis to maintain ownership of all of its licenses, permits and other regulatory clearances and filings.
Structure of the Transaction. Fredxxxxx xxxerves the right to alter the structure of the transactions contemplated by this Agreement prior to the Closing Date for tax or other business reasons, provided, however, that the total consideration to be paid to the stockholders of WGB, or the tax consequences to the stockholders of WGB is not altered, unless such alteration in the consideration or the tax consequences is approved by WGB and the stockholders thereof.