Alternative Transaction Structure definition

Alternative Transaction Structure has the meaning set forth in Section 5.5(a)(i).

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Alternative Transaction Structure has the meaning set forth in Section 8.1(e).

Alternative Transaction Structure means a transaction or a combination of transactions for the purpose of acquiring all or substantially all of the assets of the ▇▇▇▇▇▇ Group (including by way of a statutory (bilateral or triangular) legal merger (juridische (driehoeks-)fusie) in accordance with sections 2:309 et seq and 2:333a DCC, a statutory legal demerger (juridische splitsing) in accordance with sections 2:334a et seq DCC, an issue of shares by ▇▇▇▇▇▇ against a contribution of cash and/or assets to ▇▇▇▇▇▇ and/or a sale and transfer of liabilities)), as described in the relevant Offer Documents.

Examples of Alternative Transaction Structure in a sentence

In the event that the cash proceeds obtained by the Exchange Agent pursuant to this Section 3.5(b) exceed the Aggregate Withholding Amount, such surplus cash proceeds shall be paid to the Utah Newco shareholders (or, if the Alternative Transaction Structure is adopted pursuant to Section 3.4, Utah shareholders) on a pro rata basis consistent with the procedures for payment of cash in lieu of fractional shares; provided that Spinco Sub shall be entitled to any such surplus if the amount is de minimis.
Notwithstanding the foregoing, Spinco Sub shall not be liable to any holder of Utah Newco Ordinary Shares (or, if the Alternative Transaction Structure is adopted pursuant to Section 3.4, any holder of Utah Ordinary Shares) for any amounts paid to a public official pursuant to applicable abandoned property, escheat, or similar Laws.
If the Alternative Transaction Structure is adopted in accordance with the preceding sentence, the Second Merger and the Third Merger shall occur on the Closing Date and the Parties shall enter into an amendment to this Agreement implementing the Alternative Transaction Structure.
In particular, and without limitation, the representations, warranties, covenants, closing conditions and the form of the letters contained in Exhibits 1 and 2 to the Agreement shall be appropriately modified to refer to Newco, Merger Sub A, Merger Sub B, the IPIX Merger and the bamboo Merger and to appropriate reflect the changes in shareholder votes, listing requirements, SEC and registration requirements and similar matters that are necessary in light of the Alternative Transaction Structure.
Clause (i) of this Section 4.22(b) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.12.
Unless the Alternative Transaction Structure is agreed to by the Parties pursuant to Section 2.9, on the terms and subject to the conditions set forth in this Agreement, the Existing RMT Partner Charter shall be amended and restated to read in its entirety as set forth on Exhibit D (the “Amended RMT Partner Charter” and, such amendment and restatement, the “RMT Partner Charter Amendment”).
This Section 4.22 shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11.
Unless the Alternative Transaction Structure is agreed to by the Parties pursuant to Section 2.9, on the terms and subject to the conditions set forth in this Agreement, on the date of the Closing and prior to the First Effective Time, the Existing RMT Partner Charter shall be amended by the Articles of Amendment to the Existing RMT Partner Charter, as set forth on Exhibit E (the “RMT Partner Charter Amendment”).
This Section 3.13(k) shall not be applicable if Seller has made an Alternative Transaction Structure Election pursuant to Section 7.11.
In the event of an Alternative Transaction Structure Election by Seller, the parties agree to enter into an amendment to this Agreement to implement such Alternative Transaction Structure; provided that such amendment shall not otherwise alter or affect the rights and obligations of the parties hereto.

More Definitions of Alternative Transaction Structure

Alternative Transaction Structure has the meaning specified in Section 2.6.

Alternative Transaction Structure. Section 7.7(a)

Alternative Transaction Structure means the acquisition by the Company of certain of the Target Shares through the Legal Merger and the subsequent Share Sale and Liquidation as set out in more detail in the Structure Memorandum.

Alternative Transaction Structure has the meaning set forth in Section 5.6(a)(i). "Allocation Schedule" has the meaning set forth in Section 2.3.

Alternative Transaction Structure has the meaning specified in Section 9.05(b).

Alternative Transaction Structure shall have the meaning ascribed to it in Section 7.14(c).