Structuring Transactions Sample Clauses
Structuring Transactions. (a) The Company acknowledges and agrees that, (x) before the consummation of the BH Canadian Asset Transfer, each of LuxCo and CanCo shall not have conducted any business, shall have no, assets, liabilities or obligations of any nature other than (i) those incident to its formation and (ii) pursuant to this Agreement or the Ancillary Agreements and the transactions contemplated hereby and thereby and (y) it shall cause LuxCo and CanCo to consummate their applicable Structuring Transactions.
(b) Partner acknowledges and agrees that it shall cause Allied NewCo to be treated as a disregarded entity for U.S. federal income tax purposes at all times following its formation.
Structuring Transactions. The Structuring Transactions intended to be completed as of such Closing Date or simultaneously with such Closing Date (as described in the General Disclosure Package) shall have been completed as of or will be completed simultaneously with such Closing Date.
Structuring Transactions. On the date hereof and in the following order, subject to the terms and conditions hereof, the following transactions will be consummated by the parties hereto (each, a “Restructuring Transaction”, and collectively, the “Restructuring Transactions”):
(a) pursuant to the terms and conditions set forth herein, JPE, as holder of 422,805 Common Units, hereby distributes such Common Units to MIH, and MIH hereby receives and accepts from JPE such Common Units (the “JPE Distribution”);
(b) effective immediately following the consummation of the JPE Distribution, pursuant to the terms and conditions set forth herein, (i) (A) MIH, as holder of 20,372,720 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 32.002% Third Coast Holdings Class A Interest, (B) MIP, as holder of 5,108,669 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 9.710% Third Coast Holdings Class A Interest, (C) Busbar, as holder of 2,853,482 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 2.569% Third Coast Holdings Class A Interest and (D) ▇▇▇▇▇▇▇▇▇, as holder of 64,221 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 0.058% Third Coast Holdings Class A Interest, and (ii) Third Coast Holdings hereby receives and accepts from MIH, MIP, Busbar and ▇▇▇▇▇▇▇▇▇, respectively, such Common Units (the foregoing transactions, collectively, the “Third Coast Holdings Contributions”);
(c) effective immediately following the consummation of the Third Coast Holdings Contributions, pursuant to the terms and conditions set forth herein, (i) (A) MIH, as holder of a 32.002% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 110,054.122 3CM Holdings Class A Units, (B) ▇▇▇▇▇▇▇▇▇, as holder of a 0.058% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 198.835 3CM Holdings Class A Units, (C) MIP, as holder of a 9.710% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 33,393.355 3CM Holdings Class A Units, and (D) Busbar, as holder of a 2.569% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 8,834.673 3CM Holdings Class A ...
Structuring Transactions. 71 6.5 Return.. . . . . . . . . . . . . . . . . . . . . . . . . . . 71 6.6
Structuring Transactions. The structuring transactions described in Section 2.7 shall have been completed.