Transaction Structure. Each party hereto shall, if requested by any other party hereto to implement any reorganization transactions or implement any changes to the structure of the Transactions, consider such reorganization transactions or transaction structure changes in good faith and cooperate with the other party to the extent it determines in good faith that such reorganization transactions or transaction structure changes are advisable and will not (a) have an adverse impact on such party or its equity holders, (b) alter or change the amount or kind of the consideration to be received by any of its or any of its equity holders in connection with the Transactions, (c) have an adverse effect on the Tax consequences of the Transactions to it or its equity holders or (d) materially impede or delay consummation of the Transactions. Any such changes to the structure of the Transactions that are agreed upon by the parties shall be set forth in writing in an amendment to this Agreement pursuant to the terms hereof.
Appears in 2 contracts
Samples: Business Combination Agreement (Atlas Holdings, Inc.), Limited Liability Company Agreement (Impax Laboratories Inc)
Transaction Structure. Each party hereto Party shall, if requested by any other party hereto Party to implement any reorganization transactions or implement any changes to the structure of the Transactions, consider such reorganization transactions or transaction structure changes in good faith and cooperate with the other party Party to the extent it determines in good faith that such reorganization transactions or transaction structure changes are advisable and will not (a) have an adverse impact on such party Party or its equity holdersdirect or indirect Subsidiaries or equityholders, (b) alter or change the amount or kind of the consideration to be received or paid by any of its or any of its equity holders equityholders in connection with the Transactions, (c) have an adverse effect on the Tax consequences of the Transactions to it or its equity holders direct or indirect equityholders or (d) materially impede or delay consummation of the Transactions. Any such changes to the structure of the Transactions that are agreed upon by the parties Parties shall be set forth in writing in an amendment to this Agreement pursuant to the terms hereof.
Appears in 1 contract
Samples: Business Combination Agreement (Investindustrial Acquisition Corp.)
Transaction Structure. Each party hereto Party shall, if requested by any other party hereto Party to implement any reorganization transactions or implement any changes to the structure of the Transactions, consider such reorganization transactions or transaction structure changes in good faith and cooperate with the other party to the extent it determines in good faith that such reorganization transactions or transaction structure changes are advisable and will not (a) have an adverse impact on such party Party or its direct or indirect Subsidiaries or equity holders, (b) alter or change the amount or kind of the consideration to be received by any of its or any of its equity holders in connection with the Transactions, (c) have an adverse effect on the Tax consequences of the Transactions to it or its direct or indirect equity holders or (d) materially impede or delay consummation of the Transactions. Any such changes to the structure of the Transactions that are agreed upon by the parties shall be set forth in writing in an amendment to this Agreement pursuant to the terms hereof.
Appears in 1 contract
Samples: Business Combination Agreement (Diamond Eagle Acquisition Corp. \ DE)