Structure of the Transaction. Parent may at any time change the method of effecting the Transaction if and to the extent requested by Parent and consented to by the Company (such consent not to be unreasonably withheld); provided, however, that no such change shall (i) alter or change the amount or kind of the Consideration provided for in this Agreement, (ii) adversely affect the Tax treatment of the Transaction with respect to the Company’s or Company Virginia Subs’ stockholders or (iii) materially impede or delay, or make less likely, the consummation of the Transaction.
Structure of the Transaction. The legal structure chosen for integrating the businesses of CaixaBank and Bankia is a merger in accordance with articles 22 and following of the Law on Structural Changes to Companies. The proposed merger will occur by Bankia (the absorbed company) being merged into CaixaBank (the absorbing company) with the termination, via dissolution without liquidation, of Bankia, and the transfer, by universal succession, of Bankia's assets and liabilities as a whole to CaixaBank, which will acquire all the rights and obligations of Bankia. As a result of the merger, the shareholders of Bankia will receive shares in CaixaBank in exchange for their Bankia shares.
Structure of the Transaction. WestPark will act as the Company’s Investment Banker respecting matters relating to the Company’s proposed RTO Transaction. These services include but are not limited to the following: (i) overall control and coordination of the process; (ii) undertaking activities related to the collection and analysis of due diligence; (iii) interacting with shell principals and negotiating definitive purchase agreement; (iv) financial analysis including valuation analysis; and (v) managing the interrelationship of legal and accounting activities to ensure the transaction moves according to time table. WestPark will also advise the Shell with respect to structuring the merger with the approval of the Company. It is the Company’s intention to effect a WRASP, through which the Company will list its stock for trading on the American Stock Exchange (“AMEX”) as part of the merger process. The amount of equity required to acquire the shell will be 20.0% (Twenty Percent) of the total shares outstanding the day after the RTO Transaction has closed. The final amount of cash required to acquire the shell will be US $0 (Zero Dollars), which shall be payable from the proceeds of the Private Placement of common stock, preferred stock or convertible notes of the Company (the “Securities”). The RTO Transaction is subject to the satisfaction of due diligence on the part of both the Company and WestPark. WestPark will act as the Company’s Private Placement Agent respecting matters relating to the financing of its business as follows. The Company proposes to conduct Private Placements to raise up to $30,000,000 (Thirty Million Dollars) of capital through transactions (the “Financings”) involving the issuance the Securities. It is anticipated that the Company will raise capital according to the following financing schedule (the “Schedule”): Stage Amount Timing Private Placement Up to $5,000,000* Closing concurrent with RTO Underwritten Offering ** $10,000,000 to $25,000,000 Closing ASAP after RTO * More money may be raised at the Company’s discretion. ** Governed by separate FIRM COMMITMENT Letter of Intent.
Structure of the Transaction. The transaction will be structured as a power purchase agreement (“Agreement”) whereby DCSD shall purchase, and EPo shall sell, solar electric energy generated by the equipment and facilities constructed by EPo at various DCSD properties (the “System”). The solar electric energy is for DCSD’s use only and not for producing power for general consumption on the electric grid.
Structure of the Transaction. 3.1 Subject to the terms of this Agreement, the Target will issue and allot in favour of the Buyer and the Buyer will subscribe for such number of Target Shares and the Seller or the Bank Seller (as the case may be) will sell and the Buyer will purchase Target Shares as follows:-
Structure of the Transaction. 3.1 The parties intend to implement the Transaction by means of the Scheme. Caesars shall have the right (a “Right to Switch”) (subject always to the consent of the Panel), whether before or after the posting of the Scheme Document, to implement the Transaction by way of an Offer if:
Structure of the Transaction. CGI's proposal is structured as a purchase of substantially all of the assets of INSpire and the assumption of certain specified liabilities of INSpire. Except for the liabilities and obligations specifically assumed by CGI, CGI will have no liability for any administrative, tax, priority, secured or unsecured claims against the bankruptcy estates of Solutions or Management or for any other liabilities or obligations. Such purchase of assets and assumption of liabilities will be made pursuant to a plan of reorganization or other appropriate order(s) of the Bankruptcy Court, in each case in form and substance satisfactory to CGI (such plan or order(s), a "Plan of Reorganization").
Structure of the Transaction. The purchase of the Invest-Project shares is a stock transaction, whereby GTS provides stock to the Invest-Project parent company, in exchange for the 50% ownership. The provision of stock is based on the following terms:
Structure of the Transaction. 3.1 The parties intend to implement the Transaction by means of the Scheme. Equinix shall be entitled (subject always to the consent of the Panel), whether before or after the posting of the Scheme Document, to implement the Transaction by way of an Offer if:
Structure of the Transaction. 2.1 The Transaction is structured as follows: Party A will purchase the 100% equity in Poly held by Party B and the equity in Home Inns held by Party C by way of Non-public Offering of shares. Upon the completion of the Transaction, the Target Equity originally held by Party B and Party C shall be held by Party A.
