Trust Arrangements. Not later than 48 hours prior to the Closing, Liberty shall deliver to the Trustee advance notice of the Exchange Effective Time in the form required by the IM Trust Agreement, a copy of such notice to be provided to PRISA promptly following such delivery. Liberty shall use its reasonable best efforts to cause the Trustee to provide, not later than 48 hours prior to the Closing, a written confirmation to PRISA and Liberty confirming the Trust Account Balance as of such time to be released upon Closing in accordance with directions provided or to be provided by Liberty. Not later than 48 hours prior to the Closing, Liberty shall deliver to PRISA a certificate signed by the Chief Executive Officer of Liberty in the form of Exhibit F attached hereto (the “Transaction Cash Certificate”), which shall set forth the amount of Transaction Cash along with a schedule setting forth in reasonable detail the allocation of the Trust Account Balance in excess of the Transaction Cash.
Trust Arrangements. At all times that a trust is a Stockholder of any Non-Blackstone Securities, there shall be a Company Trustee of such trust who shall either be (i) one of the Founders, (ii) the director designated by the Founder Groups pursuant to Section 2.1(b)(i)(A) of this Agreement, (iii) an individual or corporate trustee with relevant industry experience chosen by one or both of the Founders in consultation with the Sponsor, or (iv) in the event both Founders are deceased or incapacitated, a member of the Immediate Family of the Founder who is the settlor of the trust for such period until an individual or corporate trustee with relevant industry experience is identified and appointed as trustee pursuant to the terms of the trust; provided that such time period shall not exceed 15 days following the first date on which both Founders are deceased or incapacitated.
Trust Arrangements. In furtherance of Section 2.1 and 5.8(c) of the Stock Purchase Agreement, AIMCO has agreed that the Seller shall retain beneficial ownership of all Rights relating to the Shares, and that AIMCO shall hold such Rights in trust for the benefit of the Seller. In furtherance of the foregoing, upon and after receipt of the consideration referred to in Section 2.2(b) of the Stock Purchase Agreement, AIMCO shall become record holder of and obtain legal title to the Shares, and without any additional action by the Seller or AIMCO, the Seller shall remain the beneficial owner of the Rights with all of the rights (including without limitation the right to exercise the Rights) and any obligations of any holders of the Rights. AIMCO agrees to not sell, transfer or otherwise convey in any respect the rights or interests of the Seller relating to the Rights retained by the Seller hereunder (it being understood that a sale of the Shares transfers record ownership of the Rights and shall not be deemed to sell, transfer or otherwise convey in any respect the rights or interests of the Seller relating to the Rights retained by the Seller hereunder and shall not be deemed to violate this Section 2 ).
Trust Arrangements. At the Closing, (i) SLD and SRUS shall execute and deliver to each other the SLD Security Trust Agreement and the SLD Reserve Trust Agreement, and (ii) SLDI and Newco shall execute and deliver to each other the SLDI Reserve Trust Agreement and the SLDI Security Trust Agreement, each of which shall be effective as of the Closing Date and in each case such parties shall arrange for the Trustee to execute and deliver such agreements.
Trust Arrangements. Except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company’s initial investment in Guangzhou 7 Days Hotel Management Co., Ltd., a PRC limited liability company (“7 Days Guangzhou”) and Guangzhou 7 Days Inn Co., Ltd., a PRC limited liability company (“7 Days Inn Guangzhou”) through such two companies’ initial stockholders (the “Investments”) did not violate any applicable PRC Laws and Regulations or any articles of association or bylaws of 7 Days Guangzhou, 7 Days Inn Guangzhou or 7 Days Inn (Shenzhen) Co., Ltd., a PRC limited liability company (“7 Days Shenzhen”). The current shareholding structures of 7 Days Guangzhou, 7 Days Inn Guangzhou and 7 Days Shenzhen comply with all applicable PRC Laws and Regulations; no consents, approvals, authorizations, permissions, orders, registrations, filings, exemptions, waivers, endorsements, licenses, annual inspections, clearances or qualifications of a governmental agency having jurisdiction over the Company or any of its subsidiaries or any of their properties or any stock exchange authorities (hereinafter referred to as “Governmental Authorizations”) are required for the current shareholding structures of 7 Days Guangzhou, 7 Days Inn Guangzhou and 7 Days Shenzhen except for those that have already been obtained; and such shareholding structures do not violate any articles of association or bylaws of 7 Days Guangzhou, 7 Days Inn Guangzhou, or 7 Days Shenzhen. Pursuant to an agreement entered into by and between 7 Days Shenzhen and Mr. Nanyan Zheng, Mr. Nanyan Zheng holds 30% of the equity interests in Wuxi Shenglong Hotel Management Co., Ltd. (“Wuxi Shenglong”) on behalf of, and solely for the benefit of, 7 Days Shenzhen. Such arrangement constitutes a legal, valid and binding obligation of Mr. Nanyan Zheng, does not violate any applicable PRC Laws and Regulations, and does not violate any articles of association or the memorandum of Wuxi Shenglong or 7 Days Shenzhen or conflict with any existing contracts or agreements to which 7 Days Shenzhen or Mr. Nanyan Zheng is a party. There is no other agreement, contract or other document relating to the corporate structure of any of the Company’s subsidiaries which has not been, to the extent material to the Company, disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Trust Arrangements. (a) For the purpose of this clause 6.3:
Trust Arrangements. Within twenty eight (28) days after the Closing, the Company will take such action as may be required by the Investor Representative to modify certain trust arrangements that were entered into among significant stockholders of record of the Company and/or its Subsidiaries and the beneficial owners of such record interests, to the satisfaction of the Investor Representative. (d) By-laws. Within sixty (60) days of the Closing Date The Company will amend its by-laws to be in compliance with the listing standards of NASDAQ or NYSE Amex, or such other national exchange as the Company’s securities are listed or quoted on, or any other applicable laws or regulations. Prior to adoption, such by-laws will be subject to review and approval by the Investor Representative, which approval will not be unreasonably withheld, conditioned or delayed. (e)
Trust Arrangements. (a) If Seller does not deliver to Buyer on the date hereof a title opinion prepared by Seller's oil and gas legal counsel respecting the Subject Property which opinion is in form and substance satisfactory to Buyer, acting reasonably, (the "Title Opinion"), then:
(i) Buyer shall be entitled to deliver to the Trustee the Payment Balance, to be held by the Trustee in accordance with the Trust Agreement. Such payment shall be deemed to satisfy all of Seller's obligations under this Agreement to make such payment; and
(ii) Concurrently with Buyer making the payment pursuant to Section 3.3(a)(i), Seller shall deliver a duly executed copy of the Term Assignment to the Trustee, to be held by the Trustee in accordance with the Trust Agreement. If Buyer elects to pay the Payment Balance to the Trustee pursuant to Section 3.3(a)(i) and Seller does not deliver the Title Opinion to Buyer within ninety (90) days from the date of this Agreement, then Buyer shall be entitled to, within ten (10) days after the expiry of such period, request a return of the entire Buyer Payment and all monies expended by Buyer pursuant to Sections 4.1, 4.2 and 4.3. In that event:
(iii) the Trustee shall forthwith return the Payment Balance to Buyer and, provided that Seller has paid all amounts to Buyer as required pursuant to Section 3.3(b)(iv), destroy all copies of the Term Assignment in its possession, with the result that thereupon Buyer shall have no interest in the Subject Assets; and
(iv) the Seller shall pay to Buyer $35,000, being the prior payment of a portion of the Buyer Payment, and reimburse Buyer for all amounts expended by Buyer pursuant to Sections 4.1, 4.2 and 4.3; such payment and reimbursement shall, during the period of 1 year from the date hereof, be made as soon as reasonably possible out of the gross proceeds of the sale of production from the Subject Property. If such amounts are not paid to Buyer within such 1 year period, Seller shall immediately thereafter pay all such amounts to Buyer.
(b) As security for the payment obligations in Section 3.3(b)(iv), Buyer shall have, and Seller hereby grants, a lien, charge and security interest in the Subject Assets. In addition, if Seller fails to make the payments to Buyer as required pursuant to Section 3.3(b)(iv), then notwithstanding any other provision herein, and without limiting any other rights Buyer may have at aw or otherwise, Buyer shall:
(i) be entitled to request the Trustee to deliver the Term Assignment to B...
Trust Arrangements. (a) Each of the Trusts covenants and agrees that such Trust shall not distribute any Senior Notes or Parent Shares held by such Trust until the date that is the fourth anniversary of the Closing Date; provided, that if any Claim shall be pending on such date and the aggregate outstanding principal amount of the Senior Notes (together with accrued but unpaid interest thereon) shall be less than the amount of such Claim, the Trusts shall be restricted from distributing any Parent Shares until such Claim shall have been resolved (such period, the "Indemnity Period").
(b) Notwithstanding Section 11.06(a) but subject to any restrictions set forth in the Shareholders Agreement or in the Senior Notes, any Trust may, during the Indemnity Period, distribute Senior Notes or Parent Shares held by such Trust (i) following five business days' notice to Cayman Purchaser, to another Trust, an Affiliate of the Trusts or to the principal (i.e. corpus) beneficiaries of any Trust if prior thereto such transferee assumes all of the obligations of such Trust under Article 11 and Section 9.01 and covenants to satisfy the requirements of this Section 11.06, in each case in form and substance reasonably satisfactory to Cayman Purchaser or (ii) to any other Person; provided that the written consent of Cayman Purchaser with respect thereto is obtained prior to such distribution, which consent shall not be unreasonably withheld or delayed as long as such other Person assumes all of the obligations of such Trust under Article 11 and Section 9.01 and covenants to satisfy the requirements of this Section 11.06, in each case in form and substance reasonably satisfactory to Cayman Purchaser and Cayman Purchaser reasonably believes that its rights under Article 11 and Section 9.01 would not be adversely affected by such distribution.
Trust Arrangements. Within twenty eight (28) days after the Closing, the Company will take such action as may be required by the Investor Representative to modify certain trust arrangements that were entered into among significant stockholders of record of the Company and/or its Subsidiaries and the beneficial owners of such record interests, to the satisfaction of the Investor Representative.
