Transaction Structuring. The Purchaser may satisfy its obligations hereunder in respect of the making and conduct of the Offer and the acquisition of Exeter Shares pursuant to a Compulsory Acquisition or a Subsequent Acquisition Transaction by causing a direct or indirect wholly-owned subsidiary of the Purchaser to make the Offer and acquire Exeter Shares pursuant to a Compulsory Acquisition or Subsequent Acquisition Transaction in accordance with this Agreement, within the same time periods and on economic terms and other terms and conditions and having consequences to the Company and to Exeter Securityholders that are equivalent to or better than those contemplated by this Agreement, provided that the Purchaser shall remain responsible hereunder for all of such obligations.
Transaction Structuring. The Company agrees that neither it nor its Subsidiaries shall take (or omit to take) any action with the intent of avoiding or reducing the payment of a Disposition Payment in connection with a Disposition. A Disposition Payment will be payable, based on the same calculations described above (as equitably applied to the subject transaction or event), with respect to the proceeds of any other transaction or event pursuant to which cash is distributed to holders of Company Common Units which is structured with the intent of avoiding or reducing the payment of a Disposition Payment hereunder.
Transaction Structuring. (a) The Company shall use reasonable commercial efforts to co-operate with the Offeror in structuring any acquisition of Shares contemplated under this Agreement in a tax efficient manner provided that no such co-operation shall be required where such structuring shall have a Material Adverse Effect in respect of the Company, or adversely affect the likelihood that Shareholders would deposit their Shares under the Offer.
Transaction Structuring. (a) The Company agrees that, upon request by the Offeror, the Company shall (a) effect such reorganizations of its business, operations and assets or such other transactions as the Offeror may request, acting reasonably (each, a “Pre-Acquisition Reorganization”) and (b) cooperate with the Offeror and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that any Pre-Acquisition Reorganization (i) is not prejudicial to the Company in any material respect, (ii) does not result in any material breach by the Company of its constating documents, any existing contract or commitment of the Company or any Law, or (iii) would not reasonably be expected to prevent or materially delay the Offeror’s ability to take up and pay for the Company Shares tendered to the Offer. The Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least ten Business Days prior to the Expiry Time. Upon receipt of such notice, the Offeror and the Company shall work co-operatively and use commercially reasonable efforts to prepare prior to the Expiry Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. The Offeror agrees to waive any breach of a representation, warranty or covenant by the Company where such breach is a result of an action taken by the Company in good faith pursuant to a request by the Offeror in accordance with this Section 8.1. The completion of any such Pre-Acquisition Reorganization shall be subject to the satisfaction or waiver by the Offeror of the conditions set forth in Schedule A and shall be effected prior to any take-up by the Offeror of Company Shares tendered to the Offer. The Offeror shall forthwith upon request, from time to time, reimburse the Company for all direct fees and expenses of the Company incurred in connection with the proposed Pre-Acquisition Reorganization, if any. In the event the Offeror does not take up and pay for the Shares tendered to the Offer, the Offeror shall pay all fees and expenses of the Company required to unwind any Pre-Acquisition Reorganization.
Transaction Structuring. As requested by the Treasury, the Financial Agent shall analyze and document the structuring of potential capital restructuring actions involving bank holding companies and the valuation of assets connected to such transactions. Such analysis will include documenting the quality and accuracy of financial, corporate, and business information related to potential transactions, and reporting on the potential performance of investments, given a range of market scenarios and transaction structures. EXHIBIT B COMPENSATION
Transaction Structuring. The Parties shall consult: (a) as to the possible methods of structuring, evidencing and carrying into effect transactions to implement this MOU; and (b) to determine the content of and to execute any documents required to give effect to this MOU, the agreement it evidences or the transactions it contemplates. It is acknowledged by the Parties that the descriptions of the anticipated transaction documents are by their nature preliminary and that documents which properly record the proposed arrangements and incorporate the key commercial terms set out in this MOU will be finalised based upon further negotiations between the Parties under this MOU.
