Structure of Transactions Sample Clauses

Structure of Transactions. In the event that the ACMPR or other applicable legislation does not allow for Aurora to provide Material to Radient to perform the Services on, but instead requires the transaction to be structured as a purchase and sale transaction, the parties shall work together in good faith to restructure the mechanics associated with this Agreement as a purchase and sale, but the commercial terms shall remain the same.
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Structure of Transactions. Prison Realty shall advise the Company from time to time of the proposed structure of Prison Realty and its subsidiaries and affiliated entities at and after the Effective Time for purposes of the Company's evaluation of the Merger and description of the Merger and related transactions in the Joint Proxy Statement/Prospectus.
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Structure of Transactions. Notwithstanding anything herein to the contrary, Citadel and SpinCo will, if requested by Dispatch, reasonably cooperate in the implementation of any suggested changes to the structure of the Transactions, including changing the directions, formats, surviving entities, and/or tax treatment of the Mergers, and otherwise cooperate with Dispatch with respect to any other reasonable changes (including to reduce or eliminate any Tax issue affecting SpinCo under Section 883 of the Code, to minimize or eliminate Taxes or reporting or filing burdens for Dispatch investors, or to otherwise minimize Transfer Taxes) regarding the structure of the Transactions (including entering into appropriate amendments to this Agreement); provided, however, that (a) any changes permitted by this Section 7.16(e) may not (i) have any adverse impact on the Citadel Group (as compared with the Transactions as originally structured, and taking into account any indemnity or offer thereof by SpinCo, Dispatch or any of their Affiliates), (ii) adversely change the Tax consequences of the Spin-Off for Citadel shareholders, or (iii) materially impede or delay the consummation of the Transactions; and (b) Dispatch will fully indemnify Citadel and SpinCo for any costs or Liabilities incurred in connection with such cooperation pursuant to this Section 7.16(e) that would not have been incurred had the Parties effected the Transactions as originally structured.
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Structure of Transactions. Prison Realty shall advise CCA, PMSI and JJFMSI from time to time of the proposed structure of Prison Realty and its subsidiaries and affiliated entities at and after the Effective Time for purposes of their evaluation of the Merger.
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Structure of Transactions. The Sellers shall consult with the Buyer and provide the Buyer with an opportunity to review and comment on any documentation required to consummate the transactions contemplated by this Section 7.21 (collectively, the “Restructuring”). The Sellers shall take into account all reasonable comments and reasonable requests made by the Buyer in respect of such documentation; provided, however, that the Sellers shall not be required to take into account any comments, or take any actions, requested by Buyer pursuant to this Section that would or would reasonably be expected to result in any incremental Tax liability or Tax detriment (including a loss or reduction of a Tax attribute) of the Sellers or any of their Affiliates (other than the Company or its Subsidiaries), the Target Entities or the Company Subsidiaries; provided, however, that the Buyer shall have the right to approve any actions that would result in a Tax Detriment to the Target Entities or Company Subsidiaries which is not subject to indemnification hereunder. Notwithstanding the immediately preceding sentence, (i) the Sellers shall ensure that all Transferred-In Assets held in the United States of America (or, in the case of intangible assets that are Transferred-In Assets, held by an entity which for Tax purposes is resident in the United States of America) as at the date of this Agreement which relate to the “Safety” division of the Target Business shall be transferred to the Company, (ii) the Sellers shall ensure that all Transferred-In Assets held in the United States of America (or, in the case of Transferred-In Assets that are intangible assets, held by an entity which for Tax purposes is resident in the United States of America) as at the date of this Agreement which relate to the “Adventure Protection” division of the Target Business shall be transferred to Serengeti, and (iii) the Sellers shall undertake a good faith analysis, or procure that such analysis is undertaken by an appropriately qualified third party, as to the Tax implications of each of the transactions contemplated by this Section 7.21 and share such analysis with the Buyer prior to undertaking any such transaction.
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Structure of Transactions. (a) QSI shall exercise its option (the "Option") pursuant to Article IX of that certain Series A Convertible Preferred Stock Purchase Agreement among Clinitec, Patrxxx Xxxxx xxx Nazix Xxxxx, xxd QSI, dated April 21, 1995, to acquire such number of additional shares of Clinitec Series A Convertible Preferred Stock to bring QSI's stock holdings in Clinitec (on a fully diluted basis) to fifty-one percent (51%) (the "Option Transaction").
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Structure of Transactions. Subject to all of the conditions set forth herein, including, without limitation, completion of the Plan and the Disclosure Statement in form satisfactory to Purchaser in its sole discretion (as regards the Plan) and confirmation of the Plan by the Bankruptcy Court, Purchaser agrees to acquire: newly issued stock of Reorganized FCOC, representing all of its capital stock; and all of the capital stock of FCOA (through FCOC's sole ownership thereof), for the aggregate consideration described below in this Article III (such acquisition, together with payment of the consideration referred to below and the other arrangements contemplated hereby are hereinafter referred to collectively, as the "Transactions").
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Structure of Transactions. Prison Realty shall advise CCA from time to time of the proposed structure of Prison Realty and its Subsidiaries and affiliated entities at and after the Effective Time for purposes of CCA's evaluation of the Merger.
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Structure of Transactions. 1. The Transactions, which will be conducted by you pursuant to this Agreement, are OTC CFD Transactions in which you will deposit margins with OANDA Japan as collateral. The Transactions are negotiated transactions in which OANDA Japan becomes your counterparty to effect the transactions.
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Related to Structure of Transactions

  • Nature of Transaction It is the intention of the parties that:

  • Disclosure of Transactions All financial statements of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof that are consolidated to include the Borrower will disclose that (i) the Borrower’s sole business consists of the purchase or acceptance through capital contributions of the Receivables and Related Rights from the Originators and the subsequent retransfer of or granting of a security interest in such Receivables and Related Rights to the Administrative Agent pursuant to this Agreement, (ii) the Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the Borrower’s assets prior to any assets or value in the Borrower becoming available to the Borrower’s equity holders and (iii) the assets of the Borrower are not available to pay creditors of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof.

  • As Of Transactions For purposes of this Article M, the term “

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Disclosure of Transaction The Company shall, on or before 8:30 a.m., New York City Time, on or prior to the first business day after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act and attaching the Exchange Documents, to the extent they are required to be filed under the 1934 Act, that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided up to such time to the Holder by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated by the Exchange Documents or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Holder or any of their affiliates, on the other hand, shall terminate. Neither the Company, its Subsidiaries nor the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of the Holder, to make a press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Holder (which may be granted or withheld in the Holder’s sole discretion), except as required by applicable law, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Holder in any filing, announcement, release or otherwise.

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • Closing of Transactions 2 Section 1.3 Exchange of Secretary's Certificates.......................................................2

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

  • TIMING OF TRANSACTIONS Distributor hereby appoints the Company as agent for the Funds for the limited purpose of accepting purchase and redemption orders for Fund shares from the Contract owners. On each day the New York Stock Exchange (the "Exchange") is open for business (each, a "Business Day"), the Company may receive instructions from the Contract owners for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and transmitted to the Funds' transfer agent by 10:00 p.m. Eastern time on such Business Day will be executed at the net asset value determined as of the Close of Trading on such Business Day. Any Orders received by the Company on such day but after the Close of Trading, and all Orders that are transmitted to the Funds' transfer agent after 10:00 p.m. Eastern time on such Business Day, will be executed at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day as of which an Order is executed by the Funds' transfer agent pursuant to the provisions set forth above is referred to herein as the "Trade Date". All orders are subject to acceptance or rejection by Distributor or the Funds in the sole discretion of either of them.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

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