Transaction Structure definition
Examples of Transaction Structure in a sentence
Transaction Structure Transaction structured as a stock purchase of EPL Holdings, Inc.
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, Counterparty is not relying on any communication (written or oral) of GSI as investment advice or as a recommendation to enter into the Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction are made incidental to GSI's business and shall not be considered investment advice or a recommendation to enter in the Transaction or the Transaction Structure.
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.
For the avoidance of doubt, (a) the Transaction Structure and terms of the Definitive Transaction Documents shall be finally determined by the unanimous written approval of the Majority Investors pursuant to Section 9.4, and (b) no Majority Investor will have any obligation to approve any Transaction Structure or Definitive Transaction Document that would reasonably be likely to have any adverse tax consequences for itself or for any of its investors.
As of the Closing Date, the Buyers, in a manner consistent with the Transaction Structure and as described below or in any particular Schedule to this Agreement and otherwise specifically referenced in a schedule to the German ▇▇▇▇ of Sale, Assignment and Assumption Agreement or such other relevant local ▇▇▇▇ of Sale, Assignment and Assumption Agreements, shall assume the Assumed Liabilities from the Willtek Group.
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.
When acquired by Holdings pursuant to the Acquisition Agreements, the Acquired Assets will not have any lien, Encumbrance, defect or any other type of limitation or Loss resulting from, arising from or related to any actions or omissions of the Morgans Parties (other than as contemplated hereby or by the Credit Facility Commitment Letter or the Proposed Transaction Structure Chart).
Transaction Structure: (a) On or before November 30, 2021 or such other date that the Parties may mutually agree to (the Closing Date), the Buyer will purchase all of the Sold Shares from the Seller, free and clear of any and all liens, encumbrances and adverse claims thereon of any nature whatsoever.
Section 2.5 of the Merger Agreement is hereby deleted and replaced in its entirety with the following: Transaction Structure.