Structure of Transaction. Nothing in this Agreement shall entitle or obligate Utility to purchase or take delivery of capacity, electric energy or ancillary services from the Capacity Facility.
Structure of Transaction. To the extent legally permissible, the parties agree to utilize reasonable efforts to minimize Sun’s liability for taxes and to structure the provision and receipt of Deliverables, as the case may be, in such a fashion as to minimize any sales, use, value added, withholding and similar taxes payable by Sun.
Structure of Transaction. The Company shall use reasonable commercial efforts to co-operate with the Offeror in structuring the acquisition by the Offeror of the Company in a tax efficient manner provided that no such co-operation shall be required where such structuring shall have an adverse effect on the Company or cause any breach of or default under this Agreement by the Company or any other agreement, arrangement or understanding under which the Company or its Subsidiary (or any of their assets) is bound or affected.
Structure of Transaction. (1) The Lessor shall purchase and obtain the ownership of each Unit from the Lessee on the Delivery Date for each Individual Transaction pursuant to the Purchase Agreement.
(2) The Lessor shall, at its option and discretion from time to time, obtain a loan from the Lenders on each Delivery Date pursuant to the Loan Agreement for the purpose of financing the amount equal to around 85% of the Purchase Price.
(3) The Lessor shall, at its option and discretion, accept the investment from the Investor on each Delivery Date pursuant to the Tokumei Kumiai Agreement for the purpose of financing the amount equal to around 15% of the Purchase Price.
(4) The Lessor shall lease the relevant Unit to the Lessee on each Delivery Date pursuant to this Agreement.
Structure of Transaction. (a) The Company shall use reasonable commercial efforts to co-operate with the Offeror in structuring the acquisition by the Offeror of the Company in a tax efficient manner provided that no such co-operation shall be required where such structuring shall have an adverse effect on the Company or cause any breach of or default under this Agreement by the Company or any other agreement, arrangement or understanding under which the Company or its Subsidiaries (or any of their assets) is bound or affected.
(b) In addition, in the event that (i) the Offeror concludes, acting reasonably, that it is necessary or desirable to proceed with another form of transaction (such as a plan of arrangement or amalgamation) whereby the Offeror or any of its affiliates would effectively acquire all of the Shares within approximately the same time periods and on economic terms and other terms and conditions (including, without limitation, tax treatment) and having consequences to the Company and the Shareholders that are equivalent to or better than those contemplated by this Agreement (an “Alternative Transaction”), and (ii) the Company concludes, acting reasonably, that no action or actions required to be taken by it or by its Subsidiaries in connection with such Alternative Transaction (and not required to be taken in connection with the Offer) prior to the consummation thereof would result in a Material Adverse Effect in respect of the Company, the Company agrees to support the completion of such Alternative Transaction in the same manner as the Offer and shall otherwise fulfil its covenants contained in this Agreement in respect of such Alternative Transaction.
(c) The Offeror agrees to reimburse the Company for all direct fees and expenses of the Company incurred in connection with the completion of an Alternative Transaction as contemplated by Section 3.5(b). If the Offeror determines to engage in an Alternative Transaction:
(i) prior to mailing the Offer to Shareholders, all references in Section 6.1(d) to “the date the Offer is mailed” shall be deemed to be references to “the date the information circular related to the Alternative Transaction is mailed”; and
(ii) the reference to “the Offeror has not mailed the Offer” in Section 6.1(h) shall be deemed to be a reference to “the Offeror has not provided all information reasonably requested by the Company to permit the Company to prepare the information circular related to the Alternative Transaction in accordance with ...
Structure of Transaction. The Offer will provide for consideration, for each SMED Share, of Cdn. $24.00 cash (the "Consideration"). The Offer will be outstanding for at least 21 days following the date of mailing of the Offer and conditional on at least 66% (the "Minimum Percentage") (on a fully diluted basis) of the outstanding SMED Shares, other than those SMED Shares which may not be counted as part of any minority approval of a subsequent acquisition transaction, being validly deposited and not withdrawn under the Offer. Upon the satisfaction or waiver of all conditions to the Offer, the Offeror shall take-up and pay for SMED Shares validly deposited (and not withdrawn) under the Offer within three business days of being legally able to do so. The Offeror will not amend the terms of the Offer other than: (i) to increase the consideration payable thereunder; (ii) to waive any conditions thereof; (iii) to reduce the Minimum Percentage provided it cannot be reduced below 50%; (iv) to otherwise amend any terms or conditions thereof, provided such amendment is not adverse to the Shareholders; or (v) to extend the expiry thereof. The Offeror covenants that the Offer will be made in accordance with all applicable securities laws, rules of applicable stock exchanges and applicable corporate laws and that the Offeror will comply with the provisions of the Pre-Acquisition Agreement.
Structure of Transaction. The transaction between WSBI and ACCI is a stock-for-stock acquisition, and not a statutory merger. The current shareholders of ACCI will not be entitled to dissenters or appraisal rights under the corporate laws of Nevada.
Structure of Transaction. The acquisition of the Membership Interests shall be structured in the steps provided in Exhibit A. Exhibit A may be modified by Buyer after the date hereof, provided that such modifications do not economically adversely affect Sellers, the Company or its Subsidiaries, materially delay the timing of the Closing or adversely affect the certainty of the Closing.
Structure of Transaction. RMG will cooperate with Enterra in structuring the acquisition by Enterra of RMG in a tax efficient manner, provided that no such cooperation will be required where such structuring will have an adverse effect on RMG or the existing Shareholders of RMG or cause any breach of or default under this Agreement by RMG.
