Apartment Book Restructuring definition

Apartment Book Restructuring means the contribution by the Seller to the Company of 100% of the interests of Apartment Book (the “Apartment Book Interests”) in exchange
View Source
Apartment Book Restructuring means the contribution by the Seller to the Company of 100% of the interests of Apartment Book (the “Apartment Book Interests”) in exchange for additional shares of Common Stock (in the Company), which contribution shall occur after the Restructuring, after the execution and delivery of this Agreement and prior to the Closing.
View Source

Examples of Apartment Book Restructuring in a sentence

  • Except for rights granted to the Buyer under this Agreement or the actions contemplated in connection with the Apartment Book Restructuring, there are no outstanding obligations of the Company or any of its Subsidiaries to issue, sell or transfer or repurchase, redeem or otherwise acquire, or that relate to the holding, voting or disposition of or that restrict the transfer of, the issued or unissued equity or ownership interests of the Company or any of its Subsidiaries.

  • The parties agree that pursuant to the Apartment Book Restructuring, the Seller shall recognize an amount of gain in respect of each asset held by Apartment Book equal to the difference between (x) the fair market value of the asset (based on the portion of the Purchase Price allocable to such asset as set forth in Section 6.10) and (y) the Seller’s basis in such asset immediately prior to the Apartment Book Restructuring.

  • The parties acknowledge and agree that, for federal (and, to the extent applicable, state, local and non-U.S.) income Tax purposes, the Apartment Book Restructuring is intended to be treated as a taxable asset sale (and not as a transaction described in Section 351(a) of the Code).