Basis for Structure Sample Clauses

Basis for Structure. HC and HMC desire to utilize their borrowing potential on a combined basis to the same extent possible if they were merged into a single corporate entity. Each has determined that it will specifically and materially benefit from all Borrowings. They intend, and the Agent and the Lenders have required, that the Companies jointly and severally execute and deliver this Agreement, the Senior Credit Note and certain other Facilities Papers. Each Company has requested and bargained for the structure and terms of, and security for, all Borrowings.
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Basis for Structure. The Companies desire to utilize their borrowing potential on a combined basis to the same extent possible if they were merged into a single corporate entity. Each of the Companies has determined that it will specifically and materially benefit from all Borrowings. The Companies intend, and the Lenders have required, that the Companies jointly and severally execute and deliver this Agreement, the Senior Credit Note and certain other Facilities Papers. Each of the Companies has requested and bargained for the structure and terms of, and security for, all Borrowings.
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Basis for Structure. The Company and FIC desire to utilize their borrowing potential on a combined basis to the same extent possible if they were merged into a single corporate entity. Each has determined that it will specifically and materially benefit from all Borrowings. They intend, and the Lender has required, that the Borrowers jointly and severally execute and deliver this Agreement, the Senior Credit Note and certain other Credit Papers. Each Borrower has requested and bargained for the structure and terms of, and security for, all Borrowings.
Sample 1
Basis for Structure. RMC and RMCMC have each determined that they will specifically and materially benefit from all Transactions hereunder. They intend, and Buyer has required, that RMC and RMCMC jointly and severally execute and deliver this Agreement and certain other Transaction Documents. Each Seller has requested and bargained for the structure and terms of, and security for, all Transactions.
Sample 1
Basis for Structure. UAMC LLC and UAMC CA have each determined that they will specifically and materially benefit from all Transactions hereunder. They intend, and Administrative Agent and Buyers have required, that UAMC LLC and UAMC CA jointly and severally execute and deliver this Agreement and certain other Transaction Documents. Each Seller has requested and bargained for the structure and terms of, and security for, all Transactions.
Sample 1
Basis for Structure. PMC and POP have each determined that they will specifically and materially benefit from all Transactions hereunder. They intend, and Buyer has required, that PMC and POP jointly and severally execute and deliver this Agreement and certain other Transaction Documents. Each Seller has requested and bargained for the structure and terms of, and security for, all Transactions.
Sample 1
Basis for Structure. Borrowers desire to utilize their borrowing potential on a combined basis to the same extent possible if they were merged into a single-corporate entity. Each Borrower has determined that it will specifically and materially benefit from all Borrowings. Borrowers intend and Lender has required that all Borrowers jointly and severally execute and deliver this Agreement, the Note, and certain other Loan Documents. Borrowers have requested and bargained for the structure and terms of, and security for, all Borrowings.
Sample 1
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Basis for Structure. The Companies that execute this Agreement (the Borrowers and, in the capacity and for the purposes stated in the paragraph immediately above its signature block below, MCAI-Ohio) desire to utilize their borrowing potential on a combined basis to the same extent possible if they were merged into a single corporate entity (although MCAI-Ohio has no right to borrow hereunder). Each such Company has determined that it will specifically and materially benefit from all Borrowings. The Companies intend, and Agent and Lenders have required, that all Companies jointly and severally execute and deliver this Agreement, the Notes, and certain other Seasoned Warehouse Loan Documents and -- although MCAI-Ohio cannot borrow hereunder, as aforesaid -- MCAI-Ohio joins in this Agreement so that Collateral owned by MCAI-Ohio (provided that it would otherwise qualify as Eligible Seasoned Collateral) may be considered Eligible Seasoned Collateral and so that its value may be included in any relevant Borrowing Base. The Companies, including MCAI-Ohio, have requested and bargained for the structure and terms of, and security for, all Borrowings.
Sample 1

Related to Basis for Structure

  • Arrangements for Sales Arrangements for sales of Contract Securities will be made only through the Manager acting either directly or through Dealers (including Underwriters acting as Dealers), and you authorize the Manager to act on your behalf in making such arrangements. The aggregate number or amount of Securities to be purchased by the several Underwriters will be reduced by the respective number or amounts of Contract Securities attributed to such Underwriters as hereinafter provided. Subject to the provisions of Section 4.2 hereof, the aggregate number or amount of Contract Securities will be attributed to the Underwriters as nearly as practicable in proportion to their respective Underwriting Percentages, except that, as determined by the Manager in its discretion: (a) Contract Securities directed and allocated by a purchaser to specific Underwriters will be attributed to such Underwriters, and (b) Contract Securities for which arrangements have been made for sale through Dealers will be attributed to each Underwriter approximately in the proportion that Securities of such Underwriter held by the Manager for sales to Dealers bear to all Securities so held. The fee with respect to Contract Securities payable to the Manager for the accounts of the Underwriters pursuant to the Underwriting Agreement will be credited to the accounts of the respective Underwriters in proportion to the Contract Securities attributed to such Underwriters pursuant to the provisions of this Section 4.1, less, in the case of each Underwriter, the concession to Dealers on Contract Securities sold through Dealers and attributed to such Underwriter.

  • Adjustments for Stock Splits The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Placement Shares.

  • Adjustments for Share Splits The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Common Stock.

  • Adjustments for Share Splits, Etc Wherever in this Agreement there is a reference to a specific number of shares of Preferred Shares or Ordinary Shares of the Company, then, upon the occurrence of any subdivision, combination or share dividend of the Preferred Shares or Ordinary Shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of shares by such subdivision, combination or share dividend.

  • Adjustments for Reclassification, Exchange and Substitution Subject to Section 3 above (“Liquidation Rights”), if the Common Stock issuable upon conversion of the Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), then, in any such event, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, each holder of such Preferred Stock shall have the right thereafter to convert such shares of Preferred Stock into a number of shares of such other class or classes of stock which a holder of the number of shares of Common Stock deliverable upon conversion of such series of Preferred Stock immediately before that change would have been entitled to receive in such reorganization or reclassification, all subject to further adjustment as provided herein with respect to such other shares.

  • Adjustments for Stock Splits, Etc Wherever in this Agreement there is a reference to a specific number of shares of Common Stock or Preferred Stock of the Company of any class or series, then, upon the occurrence of any subdivision, combination or stock dividend of such class or series of stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the affect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend.

  • ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE Subject to any required action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

  • Corporate Structure The corporate structure, capital structure and other material debt instruments, material accounts and governing documents of the Borrowers and their Affiliates shall be acceptable to the Administrative Agent in its sole discretion.

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