Common use of Alternative Transaction Structures Clause in Contracts

Alternative Transaction Structures. Purchaser shall have the right to propose alternative structures for the transactions contemplated in this Agreement and the Ancillary Documents in order to structure such transactions in a more tax-efficient manner. Purchaser’s direct and indirect economic and voting interests in any alternative structure shall be equivalent to its economic and voting interests in the structure contemplated in this Agreement. Such alternative structures may include, but are not limited to, (a) acquiring stock directly in the 12% Senior Notes Issuer and may involve transferring assets of the Company and the Subsidiaries, including stock of Subsidiaries, to the 12% Senior Notes Issuer; (b) investing directly in preferred stock and warrants of the 12% Senior Notes Issuer instead of preferred stock and warrants of the Company; and (c) transferring funds from the 12% Senior Notes Issuer to the Company to permit the Company to conduct the Tender Offer and the Exchange Offer directly. Any preferred stock or warrants of the 12% Senior Notes Issuer issued to Purchaser shall have rights and terms that are equivalent to the rights and terms of the First Tranche Shares and Second Tranche Shares and the Warrants, respectively. The Company agrees to accept and cooperate in implementing any such alternative structures as long as such structures do not have adverse consequences for the Company and do not materially delay the transactions contemplated in this Agreement and the Ancillary Documents.