Change of Structure. If Buyer changes the structure of CPE LLC or its interest therein in a manner that diminishes the benefits allocable to RTEA under this Agreement (a "Change of Structure"), including, without limitation, a sale of Adjustable Assets to a Subsidiary that is treated as a corporation for U.S. federal income tax purposes, then, notwithstanding anything to the contrary herein, the calculation of the payments to be made to RTEA pursuant to this Agreement shall be made as if no such Change of Structure had occurred. ARTICLE V
Change of Structure or change of CEO: (a) Xx Xxxxx X. Xxxxxxxxxx ceases to be the Chief Executive Officer of HoldCo at any time; or (b) there occurs any change in the corporate or legal or business structure of the Borrower, HoldCo or the Manager from that existing on the date of the Supplemental Agreement as disclosed and described to the Bank by the Borrower in the negotiation of the Supplemental Agreement; or
Change of Structure. Notwithstanding anything to the contrary contained in this Agreement, if the Purchaser determines in its discretion that the Asset Purchase under this Agreement cannot be consummated in the structure contemplated by this Agreement, then the transaction shall be restructured to the extent possible as a merger; PROVIDED, HOWEVER, that no restructuring pursuant to this Section 2.8 shall change the number of Consideration Shares otherwise issuable hereunder, materially delay consummation of the transaction or have a material adverse effect on the ability of the parties to satisfy the conditions to the Closing or on the anticipated Tax consequences to the parties, and provided further that such restructuring shall be economically equivalent to the Asset Purchase in all material respects. In the event the transaction is restructured as a merger pursuant to this Section 2.8, the parties shall (i) execute such documents as the Purchaser may reasonably determine to be appropriate for the purpose of reflecting the restructuring of the transaction as a merger, and (ii) make such applications and filings and take such other actions as are appropriate in order to implement such merger.
Change of Structure. Upon the request of ProLogis prior to the date that the Joint Proxy Statement/Prospectus is first mailed to Catellus Stockholders or ProLogis Shareholders, the parties shall use their commercially reasonable efforts to amend this Agreement to provide, in lieu of the Merger described herein, either that (i) a new publicly traded holding company of Catellus and its Subsidiaries (“New Holdco“) shall be created in a transaction qualifying as a reorganization under Section 368(a)(1)(F) of the Code and, thereafter, New Holdco shall merge with and into Merger Sub, with Merger Sub as the surviving corporation of the merger, or (ii) Catellus shall be merged with and into ProLogis, with ProLogis as the surviving entity in the merger. All other terms and conditions of this Agreement as so amended shall remain, to the extent practicable, the same as provided in this Agreement on the date hereof.
Change of Structure. 15.1. If Licensee is acquired by a third party or is merged into or with a third party, such third party and its affiliates may at no additional cost be a permitted User under this Agreement.
Change of Structure. Debtor shall maintain its existence, and shall not be prohibited from merging or consolidating with or into any other entity or sell substantially all of its assets as long as Debtor is the surviving entity.
Change of Structure. ExchangeRight shall not, without providing at least 30 days’ prior written notice to the Lender, change its or the SPE’s legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive office or its principal place of business or its organizational identification number. ExchangeRight will, prior to any change described in the preceding sentence, take all actions requested by the Lender to maintain the Lender’s security interest in the Collateral.
Change of Structure. Subject to the provisions of this Section 1.1(b), Parent may, at its election, acquire the Company through a merger of Merger Sub with and into the Company, in which the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent (the "REVERSE TRIANGULAR MERGER"). If Parent so elects, the Company shall take such actions as are reasonably requested by Parent to effect the Reverse Triangular Merger and all references in this Agreement to the Surviving Corporation shall be to the Company as the Surviving Corporation. Notwithstanding the foregoing, Parent shall not effect the Reverse Triangular Merger if the Reverse Triangular Merger would not constitute a reorganization within the meaning of Section 368(a) of the Code.
Change of Structure. If, in order to better satisfy the parties' corporate, tax and accounting objectives, it is necessary to effect the Transactions contemplated hereby through a different structure (including a stock purchase or a reverse triangular or forward triangular merger) than the structure presently contemplated herein and provided that the alternative structure shall not materially affect the value or timing of the Transactions, the Company shall cooperate with Broadcom in effecting the alternative structure and will take all reasonably necessary action towards such end, including the execution of any amendments to this Agreement (provided that such amendments relate only to the alternative structure of the transaction and any related matters and do not include any other substantive changes not otherwise agreed between the parties).
Change of Structure. Notwithstanding anything in this Agreement to the contrary, (a) if, with respect to Buyers Required Regulatory Approvals, all required IURC approvals with respect to PSI Energy have not been obtained by November 20, 2005, and all required FERC and SEC approvals have been obtained by November 30, 2005, then, subject to the satisfaction of the other conditions contained in Article VIII, CG&E alone will acquire the Wheatland Facility pursuant to this Agreement and all references in this Agreement to “Buyers” shall be deemed to refer to CG&E only (and not PSI Energy) and PSI Energy shall have no further rights or obligations under this Agreement, or (b) if, with respect to Buyers Required Regulatory Approvals, all required IURC approvals and FERC Approvals have been obtained, but all required SEC approvals under the Holding Company Act for CG&E have not been obtained by November 30, 2005, then, subject to the satisfaction of the other conditions contained in Article VIII, PSI Energy alone will acquire the Wheatland Facility pursuant to this Agreement and all references in this Agreement to “Buyers” shall be deemed to refer to PSI Energy only (and not CG&E) and CG&E shall have no further rights or obligations under this Agreement. Notwithstanding the foregoing, the Seller Parties acknowledge that, prior to November 20, 2005, the Buyers shall have sole discretion to allocate the ownership of the Acquired Assets and the Assumed Liabilities between the Buyers (including by allocating 100% of the Acquired Assets and Assumed Liabilities to one Buyer) provided the Buyer Required Regulatory Approvals necessary for Closing the transaction with the selected allocation have been received by November 20, 2005. In the event the Buyers determine, and give written notice pursuant to Section 7.17, that either PSI Energy or CG&E shall acquire 100% of the Acquired Assets and Assumed Liabilities, all references in this Agreement to “Buyers” shall be deemed to refer to the one applicable Buyer (and not the other Buyer) and the other Buyer shall have no further rights or obligations under this Agreement. The parties hereto agree to use their Commercially Reasonable Efforts to amend this Agreement and the Ancillary Agreements if necessary to reflect any revised transaction structure discussed in this Section 11.16.
