Structuring Matters Sample Clauses
The 'Structuring Matters' clause defines how the parties will organize or structure their business arrangement or transaction. It typically outlines the legal, financial, or operational framework, such as whether the deal will proceed as a merger, joint venture, asset purchase, or another structure. By specifying the intended structure, this clause ensures that both parties have a clear understanding of the transaction's form, which helps prevent misunderstandings and aligns expectations regarding responsibilities, liabilities, and benefits.
Structuring Matters. (a) JPE shall, at the request of AMID, (i) call for prepayment or redemption, or prepay or redeem, (ii) attempt to renegotiate the terms of, (iii) commence an offer to purchase and/or consent solicitation or (iv) satisfy and discharge or defease any then-existing indebtedness for borrowed money of JPE; provided, however, that JPE shall not be obligated to make or cause to become effective any such action (nor shall JPE be required to incur any cost or liability in respect thereof) prior to the Effective Time. AMID shall prepare all necessary and appropriate documentation in connection with any action described above, and provide JPE with a reasonable opportunity to comment on such documents. AMID and JPE shall, and shall cause their respective Subsidiaries and Representatives to, reasonably cooperate with each other in the preparation of such documents.
(b) To the extent requested by AMID, JPE shall cooperate with AMID with respect to, and use its reasonable best efforts to facilitate, possible alternative or supplemental structures for the acquisition of JPE and its Subsidiaries (including with respect to any financing with respect thereto); provided that such structures do not impede or delay the Closing of the transactions contemplated hereby or change the Merger Consideration or adversely affect JPE and its Subsidiaries, taken as a whole, should the Merger not occur.
(c) JPE hereby consents to AMID’s use of and reliance on any audited or unaudited financial statements relating to JPE and its consolidated Subsidiaries, any entities or businesses acquired by JPE reasonably requested by AMID to be used in other activities of AMID, including the Registration Statement and any other filings that AMID desires or is required to make with the SEC. In addition, JPE will use commercially reasonable efforts, at AMID’s sole cost and expense, to obtain the consents of any auditor to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, JPE will provide such assistance (and will cause its Subsidiaries and its and their respective personnel and advisors to provide such assistance) as AMID may reasonably request in order to assist AMID in connection with any public offerings to be registered under the Securities Act or private offerings. Such assistance shall include, but not be limited to, the following: (i) providing such information, and making available such personnel as AMID may reasonably request; (...
Structuring Matters. To the extent that such would not be prejudicial to PrimeWest and the PrimeWest Subsidiaries or the PrimeWest Securityholders (other than effects on the tax consequences thereto which are not, for the PrimeWest Securityholders taken as a whole, meaningful), PrimeWest and OpCo shall make reasonable commercial efforts to: (a) cooperate with Purchaser in structuring the Arrangement in a manner that meets Purchaser's business and tax structuring objectives; and (b) to effect such arrangements with respect to the PrimeWest Convertible Debentures as the Acquiring Parties may reasonably request, including but not limited to, any solicitation of conversion, offer to purchase, consent solicitation, redemption or defeasance.
Structuring Matters. (a) Purchaser shall (or shall cause its relevant Affiliates to) make timely and irrevocable elections under Section 338(g) of the Code (and any corresponding elections under any applicable state or local Tax Law) with respect to the acquisition of the Equity Interests of the Section 338(g) Entities pursuant to this Agreement (collectively, the “Section 338(g) Elections”), subject to the terms and conditions set forth in this Agreement; provided that if Parent notifies Purchaser on or before the date that is thirty (30) days following the Closing Date of its desire to make a Check Open Election with respect to one or more of the 338(g) Entities or Potters (Thailand) Limited, then Purchaser and Parent shall effect such Check Open Elections (in lieu of making a 338(g) Election, with respect to the 338(g) Entities so specified in Parent’s notice), but shall make such 338(g) Elections with respect to any Section 338(g) Entity not so specified. Purchaser shall (or shall cause its relevant Affiliates to) prepare all forms, attachments and schedules necessary to effectuate the Section 338(g) Elections or Check Open Elections in a manner consistent with the Purchase Price Allocation Schedule and the Allocation and shall timely file such forms with the applicable taxing authorities. Purchaser agrees that it shall not, and shall not permit any of its Affiliates to, revoke any of the Section 338(g) Elections or Check Open Elections without the prior written consent of Parent.
(b) Parent and its Affiliates agree to join in an appropriate and timely manner with Purchaser in making an election under Section 338(h)(10) of the Code, and any corresponding election permitted under any state or local Law (collectively, the “Section 338(h)(10) Election”) with respect to Purchaser’s indirect acquisition of Potters Industries Holding, Inc. Parent and its Affiliates shall cooperate with Purchaser to take all actions necessary or appropriate to effect and preserve a timely Section 338(h)(10) Election with respect to Purchaser’s acquisition of Potters Industries Holding, Inc., including participating in the timely filing of IRS Form 8023 and related or comparable forms required under applicable state and local Law. Purchaser shall (or shall cause its relevant Affiliates to) prepare all forms, attachments and schedules necessary to effectuate the Section 338(h)(10) Election in a manner consistent with the Purchase Price Allocation Schedule and the Allocation.
(c) After the date here...
Structuring Matters. The Stockholder acknowledges and agrees that following the Merger, Buyer may take additional steps that it deems necessary or appropriate to transfer its shares in the Surviving Corporation to another wholly-owned subsidiary of Buyer. Buyer agrees to take such action in a manner that would have no adverse tax effect to Stockholder. Stockholder agrees to approve such action as a Shareholder of Buyer after the Merger if such action is submitted for his approval, provided there are no adverse tax effects related to such approval.
Structuring Matters. (a) If and to the extent so requested by the Seller, the Seller may revise the method of either (i) effecting Buyer's acquisition of EMG or (ii) transferring those assets, contracts and liabilities of the Seller related to the Business from the method described in Section 4.8; PROVIDED, HOWEVER, that (x) any breach of this Agreement by Buyer and any inability of the Buyer to satisfy any condition to the Closing arising, in each case, solely as a result of such revised method of effecting such acquisition or transferring such assets, liabilities and contracts shall not be deemed a breach or a failure of such condition to the Closing and (y) the Buyer receives substantially the same economic benefit as a result of such revised method of effecting such acquisition or transferring such assets, liabilities and contracts as it would have received had such revised method of effecting such acquisition or transferring such assets, liabilities and contracts not occurred (other than in respect of increases in operating costs not material to EMG and its subsidiary(ies) taken as a whole).
(b) The Buyer hereby (i) acknowledges that the Seller is currently considering (x) forming a new maquiladora affiliated with EMG and (y) transferring certain assets, liabilities and/or contracts of the Seller and the Subsidiary to the new maquiladora and/or the Subsidiary and (ii) consents to the transactions described in clause (i) above, to the extent such transactions would be consistent with subsection (a) above.
(c) The Buyer hereby acknowledges and agrees that, upon the payment by the Seller or an Affiliate of the Seller of any refundable Mexican value added tax required to be paid by virtue of a revision in the method of transferring those assets, contracts and liabilities of the Seller related to the Business from the method described in Section 4.8, the Buyer, at the Seller's expense, will, within five (5) business days of receiving notice from the Seller of such payment, issue to the Seller a standby letter of credit drawn on a bank reasonably acceptable to the Seller in an amount equal to the amount of such refundable Mexican value added tax paid by the Seller or an Affiliate of the Seller. Such letter of credit shall provide that, at such time as a refund of the value added tax previously paid by the Seller or an Affiliate of the Seller is made to the Buyer or an Affiliate of the Buyer, the Seller may present the letter of credit for payment in an amount not to exceed the ...