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. 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. (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.
Structure of Transaction. The Offer will provide for consideration, for each Common Share, of U.S.$9.75 cash (the “Consideration”). The Offer will be outstanding for at least 35 days following the date of mailing of the Offer and conditional on at least 66 2/3% (the “Minimum Percentage”) (on a fully diluted basis) of the outstanding Common Shares, other than those Common 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be counted as part of any minority approval of a subsequent acquisition transaction, being validly deposited and not withdrawn under the Offer.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waiver of all conditions to the Offer, the Offeror shall take-up and pay for Common Shares validly deposited (and not withdrawn) under the Offer within three (3) business days of being legally able to do so.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 other than the Minimum Percentage; (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 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. 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. 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.
Structure of Transaction. The acquisition of the Membership Interests shall be structured in the steps provided in Exhibit A. Such structure may be modified by Buyer after the date hereof upon reasonable advance written notice to and with the prior written consent of Sellers, which consent shall not be unreasonably withheld; provided, that the withholding of such consent shall not be considered unreasonable if such modifications economically adversely affect Sellers, the Company or its Subsidiaries, materially delay the timing of the Closing or adversely affect the certainty of the Closing.
