Tax-Free Transactions Involving Intermediary Entities Sample Clauses

Tax-Free Transactions Involving Intermediary Entities. Each of the Members (and each of WCAS VIII, WCAS IX and WCAS CP III), Vestar and CVC understands and acknowledges that, in connection with a Liquidation Event that relates to (i) a sale of all or substantially all of the assets or Interests of the Company, (ii) a sale of all or substantially all of the assets or interests of Southwest I or Southwest II or (iii) to a Redemption Event, such Members, and the equityholders of one or more of the Intermediary Entities may, in order to avoid the current or eventual incurrence of taxes by such Intermediary Entities, desire to exchange the Interests and the stock or other equity securities of such Intermediary Entities for shares of Capital Stock to a new or existing corporation ("Newco") on a tax-free basis prior to the occurrence of any such Liquidation Event or Redemption Event; provided that Newco may only be an existing corporation if the WCAS Investors and the Vestar Investors are reasonably satisfied that such corporation does not have any material obligations or liabilities. The capital stock of such Newco, rather than the Interests of the Company, would then become the subject of any such Liquidation Event or Redemption Event. Upon the written request of the WCAS Investors made reasonably in advance, and in any case not later than 30 days in advance of a Liquidation Event or a Redemption Event, each of the Members (and each of WCAS VIII, WCAS IX and WCAS CP III, Vestar and CVC) hereby agrees to use its commercially reasonable efforts to facilitate any such tax-free exchange, including, without limitation, through the contribution of all such Member's Interests (or all of such entity's capital stock or other equity PARENT LLC securities in any Intermediary Entity) to any such Newco in a transaction qualifying for tax-free treatment under Section 351 of the Code or otherwise; provided that the WCAS Investors will consult with the other Members to evaluate the proposed structure of the exchange and will consider other structures recommended by any one or more Members holding at least 10% of the Class A Preferred Interests and Class A Common Interests and/or 10% of the Class C Interests, as the case may be; provided, however, (x) all holders of the same class, type or series of interests in the Company shall receive the same form and proportionate share of consideration as all other holders of such class, type or series of interests, and have the ability, whether directly or indirectly, to exercise all materia...
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Related to Tax-Free Transactions Involving Intermediary Entities

  • Agency Cross Transactions From time to time, the Sub-Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an “Account”) securities which the Sub-Advisor’s investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from both parties to the transaction without the advisory client’s consent. This is because in a situation where the Sub-Advisor is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Advisor or an affiliate is receiving commissions from one or both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisor’s part regarding the advisory client. The SEC has adopted a rule under the Advisers Act which permits the Sub-Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Sub-Advisor or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Advisor.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • E-CHECK TRANSACTIONS You may authorize a merchant or other payee to make a one-time electronic payment from Your checking Account using information from Your check ("E-Check") to: (a) pay for purchases; or (b) pay bills.

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Portfolio Transactions and Brokerage (a) The Manager is authorized, in arranging the purchase and sale of the Fund’s publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including broker-dealers that are affiliated persons of the Fund or the Manager, as that term is defined in the 1940 Act, as may, in its best judgment, implement the policy of the Fund to obtain the best execution of the Fund’s portfolio transactions.

  • Options and Futures Transactions (a) Puts and Calls Traded on Securities Exchanges, NASDAQ or Over-the-Counter.

  • Portfolio Transaction and Brokerage In placing orders for portfolio securities with brokers and dealers, Portfolio Manager shall use its best efforts to execute securities transactions on behalf of the Account in such a manner that the total cost or proceeds in each transaction is the most favorable under the circumstances. Portfolio Manager may, however, in its discretion, direct orders to brokers that provide to Portfolio Manager research, analysis, advice and similar services, and Portfolio Manager may cause the Account to pay to those brokers a higher commission than may be charged by other brokers for similar transactions, provided that Portfolio Manager determines in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Portfolio Manager to the Account and any other accounts with respect to which Portfolio Manager exercises investment discretion, and provided further that the extent and continuation of any such practice is subject to review by the Trust’s Board of Trustees. Portfolio Manager shall not execute any portfolio transactions for the Trust with a broker or dealer which is an “affiliated person” of the Trust or Portfolio Manager, including any other investment advisory organization that may, from time to time act as a portfolio manager for the Portfolio or any of the Trust’s other Portfolios, except as permitted under the Investment Company Act and rules promulgated thereunder. The Trust shall provide a list of such affiliated brokers and dealers to Portfolio Manager and will promptly advise Portfolio Manager of any changes in such list.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

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