Structuring Matters Sample Clauses

Structuring Matters. (a) JPE shall, at the request of AMID, (i) call for prepayment or redemption, or prepay or redeem, (ii) attempt to renegotiate the terms of, (iii) commence an offer to purchase and/or consent solicitation or (iv) satisfy and discharge or defease any then-existing indebtedness for borrowed money of JPE; provided, however, that JPE shall not be obligated to make or cause to become effective any such action (nor shall JPE be required to incur any cost or liability in respect thereof) prior to the Effective Time. AMID shall prepare all necessary and appropriate documentation in connection with any action described above, and provide JPE with a reasonable opportunity to comment on such documents. AMID and JPE shall, and shall cause their respective Subsidiaries and Representatives to, reasonably cooperate with each other in the preparation of such documents.
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Structuring Matters. (a) If and to the extent so requested by the Seller, the Seller may revise the method of either (i) effecting Buyer's acquisition of EMG or (ii) transferring those assets, contracts and liabilities of the Seller related to the Business from the method described in Section 4.8; PROVIDED, HOWEVER, that (x) any breach of this Agreement by Buyer and any inability of the Buyer to satisfy any condition to the Closing arising, in each case, solely as a result of such revised method of effecting such acquisition or transferring such assets, liabilities and contracts shall not be deemed a breach or a failure of such condition to the Closing and (y) the Buyer receives substantially the same economic benefit as a result of such revised method of effecting such acquisition or transferring such assets, liabilities and contracts as it would have received had such revised method of effecting such acquisition or transferring such assets, liabilities and contracts not occurred (other than in respect of increases in operating costs not material to EMG and its subsidiary(ies) taken as a whole).
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Structuring Matters. To the extent that such would not be prejudicial to PrimeWest and the PrimeWest Subsidiaries or the PrimeWest Securityholders (other than effects on the tax consequences thereto which are not, for the PrimeWest Securityholders taken as a whole, meaningful), PrimeWest and OpCo shall make reasonable commercial efforts to: (a) cooperate with Purchaser in structuring the Arrangement in a manner that meets Purchaser's business and tax structuring objectives; and (b) to effect such arrangements with respect to the PrimeWest Convertible Debentures as the Acquiring Parties may reasonably request, including but not limited to, any solicitation of conversion, offer to purchase, consent solicitation, redemption or defeasance.
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Structuring Matters. (a) Purchaser shall (or shall cause its relevant Affiliates to) make timely and irrevocable elections under Section 338(g) of the Code (and any corresponding elections under any applicable state or local Tax Law) with respect to the acquisition of the Equity Interests of the Section 338(g) Entities pursuant to this Agreement (collectively, the “Section 338(g) Elections”), subject to the terms and conditions set forth in this Agreement; provided that if Parent notifies Purchaser on or before the date that is thirty (30) days following the Closing Date of its desire to make a Check Open Election with respect to one or more of the 338(g) Entities or Potters (Thailand) Limited, then Purchaser and Parent shall effect such Check Open Elections (in lieu of making a 338(g) Election, with respect to the 338(g) Entities so specified in Parent’s notice), but shall make such 338(g) Elections with respect to any Section 338(g) Entity not so specified. Purchaser shall (or shall cause its relevant Affiliates to) prepare all forms, attachments and schedules necessary to effectuate the Section 338(g) Elections or Check Open Elections in a manner consistent with the Purchase Price Allocation Schedule and the Allocation and shall timely file such forms with the applicable taxing authorities. Purchaser agrees that it shall not, and shall not permit any of its Affiliates to, revoke any of the Section 338(g) Elections or Check Open Elections without the prior written consent of Parent.
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Structuring Matters. The Stockholder acknowledges and agrees that following the Merger, Buyer may take additional steps that it deems necessary or appropriate to transfer its shares in the Surviving Corporation to another wholly-owned subsidiary of Buyer. Buyer agrees to take such action in a manner that would have no adverse tax effect to Stockholder. Stockholder agrees to approve such action as a Shareholder of Buyer after the Merger if such action is submitted for his approval, provided there are no adverse tax effects related to such approval.
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Related to Structuring Matters

  • Financing Matters If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

  • Closing Matters (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.

  • Voting Matters (a) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Company Common Stock, however called, or in any other circumstance upon which the vote, consent or other approval of holders of the Company Common Stock is sought, Stockholder shall vote (or cause to be voted) his issued and outstanding Shares:

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Accounting Matters If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

  • Definitions and Accounting Matters Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Types of Loans and Borrowings 20 Section 1.04 Terms Generally; Rules of Construction 20 Section 1.05 Accounting Terms and Determinations; GAAP 21

  • DEFINITIONS; ACCOUNTING MATTERS For the purpose of this Agreement, the terms defined in paragraphs 10A and 10B (or within the text of any other paragraph) shall have the respective meanings specified therein and all accounting matters shall be subject to determination as provided in paragraph 10C.

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

  • Leasing Matters (a) With respect to any Individual Property, Pledgor may cause Mortgage Borrower to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”)) without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Mortgage Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) does not have a material adverse effect on the value or quality of the applicable Individual Property, (iv) is written on the standard form of lease approved by Lender with such modifications thereto which are commercially reasonable given the then current market conditions with respect to the relevant Individual Property and which do not adversely affect Mortgage Borrower’s interests under the Lease or the value of the relevant Individual Property, and (v) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this Section 5.1.17(a) shall be subject to the prior approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. At Lender’s request, Pledgor shall cause Mortgage Borrower to promptly deliver to Lender copies of all Leases which are entered into pursuant to this Subsection together with Pledgor’s certification that it has satisfied or caused Mortgage Borrower to have satisfied all of the conditions of this Section.

  • Certain Post Closing Matters (a) Notwithstanding anything to the contrary contained in this Agreement, within the time periods set forth below or such later date to which the Administrative Agent may, in its exclusive discretion, agree in writing, the Loan Parties shall deliver to the Administrative Agent:

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