Sale Structure Sample Clauses

Sale Structure. In connection with the sale of any Property which has the Approval of Partners pursuant to Section 8.2(b), the General Partner shall structure the transaction pursuant to one of the four options listed below; provided, however, that the Limited Partner must Approve which of the following options is to be utilized (and the numbered steps within each option shall be sequential but effectively simultaneous, and the structures designated by the Limited Partner shall occur contemporaneously with the sale of the applicable Property by the REIT Owner which has been Approved by the Partners pursuant to Section 8.2(b)):
Sample 1
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Sale Structure. Following the full execution hereof, we agree to have our respective accountants and lawyers confer to determine the most advantageous sale structure -- stock or asset sale -- and to cooperate in effectuating same. If the foregoing is acceptable to you, please so indicate by signing the attached copy of this letter and returning same to the undersigned. This offer shall be deemed withdrawn if not accepted in writing prior to February 17, 1998. Cordially, /S/ Willxxx X. Xxxxxxxxxx Agreed and accepted this __ day of February 1998. PRODUCTION SERVICES -- ATLANTA, INC. By /S/ ---------------------------------------- Marixx Xxxxxxx, personally and on behalf of the Company cc: Davix Xxxxxxxx 4 March 6, 1998 VIA FAX (404)000-0000 & XAIL Marixx X. Xxxxxxx Xxxuxx Xxxxxxx Xxxduction Services-Atlanta, Inc. 2000 Xxxxxxxx Xxx, Xxxxxxxx 0 Xxxxxxx, Xxxxxxx 00000 RE: MODIFICATION TO PURCHASE AGREEMENT Dear Marixx xxx Mrs. Xxxxxxx: Your proposal of March 4, 1998 is acceptable with the following clarifications and modifications:
Sample 1

Related to Sale Structure

  • Group Structure (a) The Group Structure Chart shows:

  • Agreement Structure 2.1 This Agreement consists of: (i) the Base Agreement which defines the basic terms and conditions of the relationship between the parties; and (ii) Attachments which specify the details of a specific work task. An Attachment may include additional or differing terms and conditions, however such terms and conditions apply only to that Attachment. Attachments also include any specification documents agreed to by the parties applicable to the specific work under that Attachment.

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • Changes to Fee Structure In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

  • Alternative Structure Notwithstanding any provision of this Agreement to the contrary, Parent may at any time modify the structure of the acquisition of the Company set forth herein, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, provided that (i) the Merger Consideration to be paid to the holders of Company Common Stock is not thereby changed in kind or reduced in amount as a result of such modification, (ii) such modification will not adversely affect the tax treatment of the Company's shareholders as a result of receiving the Merger Consideration and (iii) such modification will not materially delay or jeopardize receipt of any required approvals of Governmental Authorities.

  • 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.

  • Change in Structure Except as expressly permitted under Section 5.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to amend any of its Organization Documents in any respect materially adverse to an Agent (in its capacity as such) or Lenders (in their capacities as such).

  • Organizational Structure Please indicate or (if applicable) describe how the Selling Stockholder is organized.

  • Capital Structure The authorized capital stock of the Company consists of 50,000,000 Class A Shares, 10,000,000 Class B Shares and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Shares"). As of December 31, 1997, (i) 3,490,835 Class A Shares were issued and outstanding, (ii) 5,892,756 Class B Shares were issued and outstanding, (iii) no Shares were held by the Company or by any of the Company's subsidiaries, (iv) 10,500 Class A Shares were reserved for issuance pursuant to the outstanding Company Options, (v) 629,150 Class B Shares were reserved for issuance pursuant to the outstanding Company Options, (vi) 300,000 Class A Shares and no Class B Shares were reserved for issuance pursuant to the ESPP, and (vii) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above or on Schedule 4.3, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except for Shares referred to in clauses (iv) and (v) above which may be issued upon exercise of the outstanding Company Options. All outstanding shares of capital stock of the Company are, and all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 4.3, there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Other than the Shares, Company Options, Option Plans and the ESPP, or as set forth on Schedule 4.3, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.

  • Structure If the proposed acquisition is an acquisition of the Capital Stock of a Target, the acquisition will be structured so that the Target will become a Wholly-Owned Subsidiary; if the proposed acquisition is an acquisition of assets, the acquisition will be structured so that the Borrower or a Wholly-Owned Subsidiary shall acquire such assets; and, if the proposed acquisition is the acquisition of a Person, the Board of Directors of such Person has approved such acquisition;

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