Structure Notice definition

Structure Notice means the structure notice delivered by NTL and the Company to the Bookrunners, in accordance with the provisions of the Original Agreement, pursuant to which NTL and the Company elect to implement the restructuring steps referred to in the Steps Paper as “Post-Combination Restructuring - Second Alternative (Structure 2)”.
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Structure Notice means a certificate signed by a senior officer of AM Latin America, on behalf of itself and America Movil, stating that implementation of the Alternate Structure specified therein will avoid adverse tax consequences for America Movil and its Mexican Subsidiaries. Such Alternate Structure shall be implemented within 30 days following the date of such notice or as soon as practicable thereafter. The costs, expenses and losses incurred by the Company or any Shareholder in implementing such Alternate Structure shall be borne by the Company.
Sample 1

Examples of Structure Notice in a sentence

  • From and after consummation of the purchase of the Selected Assets pursuant to this Exhibit D, Licensee shall indemnify and hold harmless the Licensor Parties from and against all Excluded Liabilities related to the Selected Brand Restaurant Businesses, other than those liabilities (if any) Licensor (or its Designee) agrees to assume in connection with the exercise of the Purchase Right as set forth in the Structure Notice (such liabilities, if any, the “Assumed Liabilities”).

  • Each of the Merger Transactions shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL and, unless the Revised Structure Notice shall have been delivered in accordance with Section 1.1, the DLLCA.

  • The Structure Notice shall be irrevocable and shall specify the proposed date (the “ Structuring Date”) on which the restructuring is to be effected, which shall be a date falling no later than the Structuring Completion Date and shall be no less than 4 business days after the date of the Structure Notice.

  • At the First Effective Time, the effects of the First Merger and, at the Second Effective Time, the effects of the Mergers, shall be as provided in this Agreement, the applicable Certificate of Merger and the applicable provisions of the DGCL and, unless the Revised Structure Notice shall have been delivered by Parent in accordance with Section 2.7, the DLLCA.

  • Gold Fields will provide IAMGOLD with a current draft of the Structure Notice prior to finalization of the joint disclosure document referred to in subsection 3(e) in order that the parties may include any required disclosure relating thereto in such joint disclosure document.

  • The Structure Notice shall include any amendments to this Agreement required as a result of the Structure Changes and, provided that the Structure Notice, including such amendments, are in accordance with subsections (i) to (v) of this subsection 2(e), upon the delivery by Gold Fields of the Structure Notice, the parties will be deemed to have agreed to such amendments.

  • For purposes of this Section 5.14, "Structure Notice" shall mean a certificate signed by a senior officer of AM Latin America, on behalf of itself and America Movil, stating that implementation of the Alternate Structure specified therein will avoid adverse tax consequences for America Movil and its Mexican Subsidiaries.

  • In the event that a Party shall have given a Revised Structure Notice prior to the SVF Blocker Merger Effective Time, the Parties shall take all actions necessary or advisable in order to give effect to the second sentence of Section 1.2(b).

  • As for the Senior Bridge Facility, provided that, if the Merger Closing Date shall have occurred, the Alternative Bridge Facility shall only be available until the date falling 3 months after the Merger Closing Date and shall be drawn within 4 business days of receipt by the Mandated Lead Arrangers of the Structure Notice.

Related to Structure Notice

  • Pre-Notice shall have the meaning ascribed to such term in Section 4.13.

  • Cure Notice means a notice of a proposed amount to be paid on account of a Cure Claim in connection with an Executory Contract or Unexpired Lease to be assumed under the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include: (a) procedures for objecting to proposed assumptions of Executory Contracts and Unexpired Leases; (b) Cure Claims to be paid in connection therewith; and (c) procedures for resolution by the Bankruptcy Court of any related disputes.

  • Disclosure Notice means a notice issued by or on behalf of the Company requiring disclosure of interests in shares pursuant to section 212 of the Act;

  • Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto or such other form as shall be mutually agreed upon between Seller and Purchaser, which is delivered to the Purchaser in accordance with Section 3(c) herein.

  • Tax Notice has the meaning set forth in Section 2.06(a).

  • Option Notice has the meaning set forth in Section 5.2(a).

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

  • Acquisition Notice has the meaning set forth in Section 2.6(a).

  • Additional Disclosure Notification The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.

  • Due notice means notice published at least twice, with an interval of at least six days between the two publication dates, in a newspaper or other publication of general circulation within the appropriate area; or, if no such publication of general circulation be available, by posting at a reasonable number of conspicuous places within the appropriate area, such posting to include, where possible, posting at public places where it may be customary to post notices concerning county or municipal affairs generally. At any hearing held pursuant to such notice, at the time and place designated in such notice, adjournment may be made from time to time without the necessity of renewing such notice for such adjourned dates.

  • Escalation Notice has the meaning set forth in Section 8.02.

  • Election Notice has the meaning set forth in Section 11.01(b).

  • Requisite Notice means a notice delivered in accordance with Section 10.02.

  • Selection Notice means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

  • Long Form Notice means the long form notice to be made available on the Settlement Website, describing the terms of this Settlement Agreement and containing information on how to file a claim or object, substantially in the form of Exhibit B hereto.

  • improvement notice means the notice issued by the Authority to the Supplier pursuant to Clause 32.1.3 (Authority Remedies) which will detail how the Supplier shall improve the provision of the Goods and/or Services;

  • Offering Notice has the meaning set forth in Section 3.1(a).

  • Property Notice means any order, notice, proposal, demand or other requirement issued by any competent authority (including the Landlord) which materially affects the Academy Trust’s ability to use the Land for the purposes of the Academy. Restrictions on Land transfer

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Email Notice means the legal notice summarizing the proposed Settlement terms, as approved by Class Counsel, Facebook’s Counsel, and the Court, to be provided to Class Members (including Minor Subclass Members), under Section 3.3 of this Agreement via electronic mail or the Facebook domain of xxx.xxxxxxxx.xxx. The Email Notice must be substantially similar to the form attached hereto as Exhibit 3.

  • Notice of Completion means a document issued by the Department or Delegated Agency at the end of project construction when all items and conditions of the approved Sediment and Stormwater Management Plan have been satisfied, post construction verification documents demonstrate that the stormwater management systems have been constructed in accordance with the approved Sediment and Stormwater Management Plan, and final stabilization of disturbed areas on the site has been achieved.

  • Objection Notice has the meaning set forth in Section 2.3(a) of this Agreement.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Mediation Notice is defined in Section 6.2(b).