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).
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Alternative Transaction Structure. Section 7.7(a) “Anti-Corruption Laws” Section 4.29(a) “Antitrust Laws” Section 7.10(c)
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Examples of Alternative Transaction Structure in a sentence

  • 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”).

  • For avoidance of doubt, the parties hereto acknowledge and agree that (i) the purchase and sale of the Xxx Xxxxxx Parent common stock pursuant to the Alternative Transaction Structure is intended to constitute a taxable sale of such stock by Seller for U.S. federal income tax purposes and (ii) no election under Section 338 of the Code (including Section 338(h)(10) of the Code) shall be made with respect to such sale.

  • This Section 4.22 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.

  • Similarly, in connection with the Alternative Transaction Structure, Jupiter shall not be required to incur material risk or exposure (such as tax risk) greater than currently contemplated in the Agreement.

  • Without limitation, the Alternative Transaction Structure may require Jupiter to purchase the Property by assuming the Assumed Project Financing, delivering a promissory note to Post in an amount approximately equal to the liquidation value of the Preferred Units, and paying cash to Post for the balance of the Property Value.

  • Seller and Acquiror shall each pay, and be responsible for, 50% of all Transfer Taxes up to an aggregate amount of $4 million, and Seller shall pay, and be responsible for, all Transfer Taxes in excess of $4 million; provided, that any additional Transfer Taxes arising solely as a result of the implementation of an Alternative Transaction Structure shall be borne by the Party that requested the implementation of such Alternative Transaction Structure pursuant to Section 9.05.

  • The parties agree and acknowledge that the recitals of Exhibits A, D and F of the Original Agreement shall be modified as appropriate, in a manner consistent with this Amendment, to reflect the Alternative Transaction Structure.

  • Annex 3 Alternative Transaction Structure Initial Investors GS/Whitehall: $420 million (95%) (including additional investors selected by GS/Whitehall Tishman Speyer: $20 million (5%) Total Equity: $440 million Capitalization (in millions) New Financing(a) $ 430 Zeros 360 14% 75 ------- Total Debt 865 Equity 440 ------- Total $1,305 ------- -------------- (a) If new financing is not available on favorable terms, certain existing financing would remain in place.

  • As collateral for such promissory note, the Alternative Transaction Structure may require Jupiter to deliver to Post a letter of credit in the amount of the note.


More Definitions of Alternative Transaction Structure

Alternative Transaction Structure shall have the meaning ascribed to it in Section 7.14(c).
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Alternative Transaction Structure means the acquisition by the Company of certain of the Target Shares through a merger of the Target with an indirect Subsidiary of the Company and a subsequent sale and transfer of all the issued and outstanding shares in the capital of that Subsidiary by its immediate Holding Company to the Company and the subsequent liquidation of that Holding Company, as set out in more detail in the Structure Memorandum.
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Alternative Transaction Structure has the meaning set forth in Section 7.19.
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Alternative Transaction Structure has the meaning specified in Section 9.05(b).
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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.
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Related to Alternative Transaction Structure

  • Derivative Transaction means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).