Alternate Structure. At the request of the acquiring Member, the selling Member agrees to reasonably cooperate with the acquiring Member to structure the buy-sell transaction contemplated under this Section 15.1 as an acquisition or redemption of membership interests in the applicable Owner rather than a fee simple conveyance (“Alternate Structure”). In such instance, (i) the consideration payable to the selling member shall be the amount the selling Member would have been entitled to receive if the Company had sold the Buy-Sell Property for the Valuation Amount on the Closing Date and the Company had immediately paid all liabilities of the Company and the Owner related to the Buy-Sell Property and Imputed Closing Costs and distributed the Capital Proceeds of the sale to the Members pursuant to Section 6.1(c) of this Agreement in satisfaction of their interests in the Buy-Sell Property (“Membership Price”), and (ii) the Xxxxxxx Money payable pursuant to Section 15.1(d) shall equal two percent (2%) of the Membership Price rather than the Valuation Amount. In addition to the other adjustments called for herein with respect to the closing of the purchase and sale of such Buy-Sell Property under this Section 15.1, unless expressly anticipated by the terms of the Offeror Election Notice prior to the closing of the purchase and sale of the Buy-Sell Property hereunder, the purchase price payable to the selling Member shall be adjusted by increasing such purchase price by: (a) the amount of any Capital Contribution or Default Loan (together with any accrued but unpaid interest thereon) made by the selling Member with respect to the Buy-Sell Property between the date of the Offeror Election Notice and the Closing Date, (b) the selling Member’s interest in any amounts received by the Company or Owner with respect to the Buy-Sell Property between the date of the Offeror Election Notice and the Closing Date that remain undistributed, (c) the additional amount the selling Member would receive under Section 6.1(c) if the purchase price were recalculated under Section 15.1(b) by reason of any principal repayments on any Loan relating to the Buy-Sell Property between the date of the Offeror Election Notice and the Closing Date. In no event shall the Members undertake the Alternate Structure if it would constitute a violation of any terms under the Loan, or expose any Member to any additional liability, expense, cost or recourse under the Loan, any agreement to which the Company or any Owner i...
Alternate Structure. Obtain approved/amended waterway permit(s) for alternate structures. Comply with all requirements of the approved permit(s). Refer to the Special Provision titled PERMITS FOR DESIGN-BUILD PROJECTS for further details. Do not start construction work until approved waterway permits are obtained. • Alternate Structures with low chord elevations less than the Conceptual TS&L structure may be used, dependant upon approved hydraulic analyses, and provided that the water surface elevations are less than the Conceptual TS&L. • Do not increase the water surface elevations for the 25 year storms above those given for the Conceptual TS&L. • If the Conceptual TS&L structure impacts wetlands, no additional wetland impacts will be allowed for alternate structure types.
Alternate Structure. Notwithstanding anything contained in this Agreement to the contrary, Buyer may, in its sole discretion, elect, anytime prior to the Closing, to modify or change the structure of the acquisition of the MSK Common Stock set forth herein, provided, that the non-structural terms and conditions of the modified structure are materially the same as set forth herein, including, gross, net and type of consideration (i.e., cash) to the Sellers, the adjustments to the purchase price, the payment of the consideration at the Closing, indemnification obligations, escrow arrangements, representations and warranties, and covenants. Furthermore, notwithstanding anything contained in this Agreement to the contrary, should Buyer elect to change the structure of the acquisition as provided in this subsection, Sellers agree to extend the time for the Closing for up to an additional sixty (60) days and, subject to the alternate structure complying with the first sentence of this Section 7.12, hereby agree to vote in favor of and approve of such structure; provided, however, that Buyer shall not be obligated to close the transactions contemplated by this Agreement if it elects the alternate structure and cannot file the necessary applications or obtain the necessary approvals for the alternate structure.
Alternate Structure. Subject to the prior written consent of CNB, which consent shall not be unreasonably withheld, OPNB may at any time prior to the Effective Time change the method of effecting the combination with CNB (including, without limitation, the provisions of Article II) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) result in any changes in the amount or type of the consideration that the holders of CNB Common Stock, CNB Options, or CNB Warrants (as defined herein) are entitled to receive under this Agreement, (ii) materially impede or delay consummation of the Merger, (iii) impose any less favorable terms or conditions on CNB, (iv) cause the approval of the shareholders of OPOF to be required as a condition to the Merger, or (v) adversely affect the tax treatment of CNB’s shareholders as a result of receiving the Merger Consideration; and, provided, further, that OPNB shall provide CNB prior written notice of such change and the reasons therefor. Such notice shall be in the form of a proposed amendment to this Agreement or an Amended and Restated Agreement and Plan of Reorganization, and shall be accompanied by such other exhibits as are reasonably necessary or appropriate to effect such change.
Alternate Structure. Either Parent or Target (through the Equityholder Representative) may elect to restructure the transactions contemplated by this Agreement (including providing for a direct purchase by Parent or one or more of its affiliates of the Target Equity Interests from the Target Equityholders), and the non-electing party agrees to enter into an amendment of this Agreement to effect any such alternate structure proposed by the electing party provided that the non-electing party is not adversely affected by such amendment.
Alternate Structure. In the event that the Purchaser determines prior to the Closing that an alternative transaction structure is advisable for all or part of the Transaction (the “Alternate Structure”), which may include an Alternate Structure for non-U.S. assets or operations, the Purchaser and the Sellers agree to use reasonable best efforts to develop and NYDOCS03/882968.12 implement the Alternate Structure in a manner that otherwise is consistent with the rights and obligations of the Purchaser and the Sellers under this Agreement, provided that the Alternate Structure shall not result in a material increase in the actual out-of-pocket expenses of the Sellers (unless Purchaser agrees to reimburse Sellers for such expenses).
Alternate Structure. If, at any time, there is a breach of the Target Financial Covenant, an alternate set of terms with respect to certain provisions of the Loan Documents (the “Alternate Structure”) shall be deemed immediately effective upon written notice from the Bank to Borrower (with it being recognized that as such financial covenant is to be satisfied as of certain dates during the term of this Agreement, Borrower is not able to cure, on a retroactive basis, any breach of the Target Financial Covenant as of a particular date). Upon receipt of the notice referred to above, Borrower shall cooperate fully with Bank in order to implement the Alternate Structure and shall take such actions as Bank shall deem reasonably necessary or advisable in connection therewith, pursuant to the general further assurances covenant set forth in Section 6.10 of this Agreement. Once the Alternate Structure is in place, if the Target Financial Covenant is met for three consecutive calendar months, upon Borrower’s receipt of notice thereof from Bank, the Alternate Structure shall no longer be in effect for so long as the Target Financial Covenant continues to be met.
