Transaction Restructuring Sample Clauses

Transaction Restructuring. Up and until the Closing Date, as an alternative to the transactions contemplated by this Agreement, Purchaser may elect to purchase all of the membership interests in APT Real Estate (and APT will cause Xxxx X. Xxxxx and Xxxxxxx X. Xxxxx to sell their 0.5% membership interests) and to close on such purchase of such interests for a purchase price of One Dollar ($1.00). If Purchaser elects to purchase all of the membership interests in APT Real Estate as set forth in this Section 4.5, then Purchaser will deliver to Seller no later than thirty (30) days prior to the Closing Date a proposed form of purchase agreement (the "APT Contract"). Purchaser and Seller shall utilize good faith efforts to agree to and execute a final form of the APT Contract prior to the Closing Date. Upon Purchaser's and APT Real Estate's execution of the APT Contract, this Agreement shall terminate whereupon Purchaser and Seller shall have no further obligations or liabilities hereunder. In the event Purchaser and Seller cannot agree to the final form of the APT Contract prior to the Closing Date, this Agreement shall continue on in full force and effect.

Transaction Restructuring. The Selling Shareholder shall urge the Group Company to complete the following domestic and foreign transactions and restructuring matters before the Closing Date: (a) The Company completes the establishment of overseas structure to ensure the valid establishment of its directly or indirectly-held subsidiaries (including but not limited to BVI Lixin and Hong Kong Lixin), and in circumstances requiring the Indirect Shareholders who are residents of China to comply with the registration requirements or reporting requirements as specified in the regulations of SAFE (State Administration of Foreign Exchange) or other relevant regulations of SAFE concerning round-tripping investment in China, the Company has complied with and satisfied such reporting or registration requirements. (b) Consummate the arrangement of share transfer related to the acquisition of Zhejiang Lixin, i.e. (i) the original shareholders of Zhejiang Lixin duly execute and deliver the purchase agreement and relevant documents with the Company and Hong Kong Lixin, sell to the Company all their shares held in Zhejiang Lixin (together representing 99% of the shares of Zhejiang Lixin), and transfer all their shares held in Zhejiang Lixin to the designated Person of the Company (i.e. Hong Kong Lixin); (ii) go through the formalities for the change in shareholders and amendment of articles of association of Zhejiang Lixin; (iii) Go through the formalities for the filing with commerce department for the change of Zhejiang Lixin into a wholly foreign-owned enterprise; (iv) consummate the tax filing procedures involved in the change of shareholders of Zhejiang Lixin (“the transfer of shares of Zhejiang Lixin").

Transaction Restructuring. The Company and Acquiror shall use their reasonable efforts to (and cause any of their respective Subsidiaries to) cooperate to restructure the transactions contemplated hereby upon (i) a change in facts or circumstances occurring after the date hereof or (ii) a change in Tax Law occurring after the date hereof (including, for the avoidance of doubt, a change in Tax Law made pursuant to a legislative proposal set forth prior to the execution of this Agreement) that, in either case, together with the transactions contemplated by this Agreement (including transactions pursuant to or contemplated by the Obagi Merger Agreement), could reasonably be expected to result in Acquiror being treated as an entity classified as a domestic corporation for U.S. federal income tax purposes by reason of Section 7874 of the Code (or Treasury Regulations promulgated thereunder), any successor provision, or otherwise under applicable Tax Law; provided, however, that any actions taken pursuant to this Section 8.6(m) shall not (i) alter the economic value of the consideration payable hereunder (including as a result of the parties incurring material economic costs or incremental Taxes) in a manner that the Members reasonably and in good faith determine to be material to the Members, (ii) prevent or impede the transactions contemplated by this Agreement from qualifying for the items enumerated in clauses (ii) and (iii) of the definition of the Intended Tax Treatment, unless the Members reasonably and in good faith determine that the Tax treatment for U.S. federal and applicable state and local income Tax purposes of the transactions agreed to pursuant to this Section 8.6(m) is not expected to result in an aggregate amount of U.S. federal and applicable state and local income Taxes that is in excess of the amount of U.S. federal and applicable state and local income Taxes that would have otherwise resulted had the transactions qualified for the Intended Tax Treatment by an amount that is material to the Members, or (iii) materially delay the consummation of the transactions contemplated by this Agreement.