Structuring Transactions Sample Clauses

Structuring Transactions. The Structuring Transactions intended to be completed as of such Closing Date or simultaneously with such Closing Date (as described in the General Disclosure Package) shall have been completed as of or will be completed simultaneously with such Closing Date.
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Structuring Transactions. (a) The Company acknowledges and agrees that, (x) before the consummation of the BH Canadian Asset Transfer, each of LuxCo and CanCo shall not have conducted any business, shall have no, assets, liabilities or obligations of any nature other than (i) those incident to its formation and (ii) pursuant to this Agreement or the Ancillary Agreements and the transactions contemplated hereby and thereby and (y) it shall cause LuxCo and CanCo to consummate their applicable Structuring Transactions. (b) Partner acknowledges and agrees that it shall cause Allied NewCo to be treated as a disregarded entity for U.S. federal income tax purposes at all times following its formation.
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Structuring Transactions. On the date hereof and in the following order, subject to the terms and conditions hereof, the following transactions will be consummated by the parties hereto (each, a “Restructuring Transaction”, and collectively, the “Restructuring Transactions”): (a) pursuant to the terms and conditions set forth herein, JPE, as holder of 422,805 Common Units, hereby distributes such Common Units to MIH, and MIH hereby receives and accepts from JPE such Common Units (the “JPE Distribution”); (b) effective immediately following the consummation of the JPE Distribution, pursuant to the terms and conditions set forth herein, (i) (A) MIH, as holder of 20,372,720 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 32.002% Third Coast Holdings Class A Interest, (B) MIP, as holder of 5,108,669 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 9.710% Third Coast Holdings Class A Interest, (C) Busbar, as holder of 2,853,482 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 2.569% Third Coast Holdings Class A Interest and (D) Xxxxxxxxx, as holder of 64,221 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 0.058% Third Coast Holdings Class A Interest, and (ii) Third Coast Holdings hereby receives and accepts from MIH, MIP, Busbar and Xxxxxxxxx, respectively, such Common Units (the foregoing transactions, collectively, the “Third Coast Holdings Contributions”); (c) effective immediately following the consummation of the Third Coast Holdings Contributions, pursuant to the terms and conditions set forth herein, (i) (A) MIH, as holder of a 32.002% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 110,054.122 3CM Holdings Class A Units, (B) Xxxxxxxxx, as holder of a 0.058% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 198.835 3CM Holdings Class A Units, (C) MIP, as holder of a 9.710% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 33,393.355 3CM Holdings Class A Units, and (D) Busbar, as holder of a 2.569% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 8,834.673 3CM Holdings Class A ...
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Structuring Transactions. 71 6.5 Return.. . . . . . . . . . . . . . . . . . . . . . . . . . . 71 6.6
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Structuring Transactions. The structuring transactions described in Section 2.7 shall have been completed.
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Related to Structuring Transactions

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Recurring Transactions If you intend to use the Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring Transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. If these Recurring Transactions may vary in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If you have told us in advance to make Recurring Transactions from your Card Account, you can stop the payment by calling us at 0-000-000-0000 or writing us at 0000 X. Xxxxxxxxxx Xxxxx, Xxxx# 000, Xxxxx Xxxxxx, XX 00000xx time for us to receive your request at least three (3) business days before the scheduled date of the payment. If you call, we also may require you to put your request in writing and get it to us within fourteen (14) days after you call. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, and we do not do so, we may be liable for your losses or damages. If you have authorized a merchant to make the recurring payment, you should also contact the applicable merchant in order to stop the transaction.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Off-Exchange Transactions In some jurisdictions, and only then in restricted circumstances, firms are permitted to effect off-exchange transactions. The firm with which you deal may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarize yourself with applicable rules and attendant risks.

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