Transaction Structure. If, prior to the date on which Parent commences solicitation of proxies for use at the Parent Stockholders’ Meeting, the IRS notifies TDCC that the IRS will not issue one or more of the requested rulings, then, during the sixty (60) day period starting from the date of such IRS notification, the parties hereto shall collaborate reasonably and in good faith in order to determine a possible alternative structure for the transactions contemplated hereby that the parties hereto determine, with the assistance of their respective tax advisors, will either make likely the receipt from the IRS of the ruling at issue or eliminate the necessity for the rulings, in either case, without (a) increasing in any material respect the costs to any party hereto or any of their respective Affiliates; (b) causing the performance of the covenants and agreements of any party hereto to become more burdensome in any material respect; (c) expanding in any material respect the scope of consents and approvals required to consummate the transactions contemplated hereby; (d) decreasing in any material respect the expected benefits of the transactions contemplated hereby to any party hereto or any of their respective Affiliates; or (e) otherwise resulting in any substantial impediment to the consummation of the transactions contemplated hereby. In the event the parties hereto reasonably, and in good faith, agree upon such an alternative transaction structure, they shall, as soon as practicable thereafter, modify the covenants and agreements set forth in this Agreement and the other Transaction Documents accordingly to reflect the change in transaction structure referenced in the immediately preceding sentence. In furtherance of the foregoing, each of the parties hereto shall take all action reasonably necessary to modify the ruling request to reflect the transactions as so modified and effectuate the change in transaction structure contemplated by this Section 2.08, and each party hereto shall use its reasonable best efforts to cause the transactions contemplated hereby, as so modified, to be consummated as soon as practicable thereafter and in accordance with the terms of this Agreement.
Transaction Structure. The solicitation of the holders of the capital stock and debt securities of CD&L, Inc. to be acquired by the Company with the proceeds from the sale of the Shares, the capital stock and debt securities of CD&L, Inc. acquired pursuant to the CD&L Purchase Agreements, the issue and sale of Series Q Preferred Stock hereunder and the consummation of the sale of Units each have been and will be made in compliance with the reporting, disclosure and procedural requirements of the Securities Act, the Exchange Act, Delaware General Corporation Law, the Nasdaq Stock Market and all other applicable laws, rules and regulations. The solicitation, delivery and performance of the Voting Agreement has been and will be made in compliance with the reporting, disclosure and procedural requirements of the Securities Act, the Exchange Act, Delaware General Corporation Law, the Nasdaq Stock Market and all other applicable laws.
Transaction Structure. The parties may, with the approval of their respective Boards of Directors, at any time prior to the mailing of the Joint Proxy Statement/Prospectus (as defined in Section 5.1) change the method of effecting the combination between Monsanto and PNU (including, without limitation, the provisions of this Article I) if and to the extent the parties agree in writing that such change is necessary, appropriate or desirable.
Transaction Structure. If Parent determines in good faith that it desires to effect the transactions contemplated by this Agreement utilizing a transaction structure different than that reflected in this Agreement, then the Parties shall negotiate in good faith to make such modifications to this Agreement as shall be reasonably necessary or desirable to effect the transaction utilizing such other transaction structure (it being agreed and understood that Parent shall be permitted to either (a) substitute for Merger Sub a newly-created wholly-owned Subsidiary of Xxxxxxxx Television Group, Inc. (“STG”) which, upon executing and delivering a joinder agreement substantially similar to the Joinder Agreement, shall thereafter be deemed to be “Merger Sub” for all purposes under this Agreement or (b) contribute all of the shares of the Merger Sub to STG); provided, that the Company shall only be obligated to make such modifications if there is no change to the Merger Consideration and the making of such modifications would not impair or materially delay the consummation of the transactions contemplated by this Agreement. It is the intention of the Parties that the consummation of the transactions contemplated by this Agreement, including the Merger, will not require a vote of the holders of Parent Common Stock or Parent Class B Stock, and each of the Company and Parent shall use reasonable best efforts to avoid taking any action that would reasonably be expected to require such vote to be obtained.
Transaction Structure. Each party hereto shall, if requested by any other party hereto to implement any reorganization transactions or implement any changes to the structure of the Transactions, consider such reorganization transactions or transaction structure changes in good faith and cooperate with the other party to the extent it determines in good faith that such reorganization transactions or transaction structure changes are advisable and will not (a) have an adverse impact on such party or its equity holders, (b) alter or change the amount or kind of the consideration to be received by any of its or any of its equity holders in connection with the Transactions, (c) have an adverse effect on the Tax consequences of the Transactions to it or its equity holders or (d) materially impede or delay consummation of the Transactions. Any such changes to the structure of the Transactions that are agreed upon by the parties shall be set forth in writing in an amendment to this Agreement pursuant to the terms hereof.
Transaction Structure. Pursuant to and in accordance with this Section 2.08 and Section 5.13, the Buyer will consummate the transactions contemplated by this Agreement by acquiring all of the newly issued shares of Reorganized RentPath (the “Reorganized Equity”) free and clear of all Liens, Claims and interests (other than Permitted Liens) pursuant to and in accordance with the terms and conditions set forth in the Plan and the Confirmation Order (the “Stock Transaction”), as specifically set forth in Exhibit F, instead of directly effectuating the sales, transfers, assignments, conveyances, deliveries and assumptions set forth in Section 2.01 and Section 2.02; provided, however, that the Buyer shall acquire the Reorganized Equity free and clear of all Liens, Claims and interests (other than Permitted Liens) only after (a) all of the existing equity, all rights to equity and all rights to acquire equity of the Company are cancelled, (b) the discharge, release and/or exculpation (and injunction) of all Excluded Liabilities and Liens (other than Permitted Liens) on the Acquired Assets pursuant to the Plan and Confirmation Order, and (c) the transfer, assumption and assignment of all Excluded Assets (including the equity in Subsidiaries of the Company and any other equity interests held by the Company in other Persons) and Excluded Liabilities to Wind Down Co., as provided in the Plan and Confirmation Order, such that immediately prior to the Buyer acquiring the Reorganized Equity, the only assets and liabilities held by Reorganized RentPath shall be the Acquired Assets and Assumed Liabilities. The consideration payable by the Buyer in respect of the Stock Transaction shall be the Purchase Price, and for the avoidance of doubt, all cash consideration paid by the Buyer to satisfy the Purchase Price under this Agreement shall be paid to an account designated by the Sellers or Wind Down Co., as applicable. Wind Down Co. shall take all steps required by the Plan and Confirmation Order with respect to the Excluded Liabilities pursuant to and in accordance with the Plan and the Confirmation Order. All of the terms set forth in this Agreement shall be applicable and fully enforceable with respect to such Stock Transaction in a manner that gives effect to the transactions contemplated by this Section 2.08.
Transaction Structure. The parties agree to cooperate and take all requisite actions prior to the Closing Date to merge, form, consolidate or alter the tax status of any of the Sold Subsidiaries or any Subsidiaries of the Sold Subsidiaries to the extent desirable in the Purchaser's judgment for commercial, regulatory, tax or other reasons, and further agree that the Purchaser may at any time change the structure of the transactions contemplated by this Agreement, including without limitation, by determining the order in which the Sold Subsidiaries (and any assets of the Sold Subsidiaries) are transferred, and the Seller shall cooperate in such efforts, including by entering into appropriate amendments to this Agreement, provided, however, that such actions shall not decrease the amount or change the kind of the consideration paid to Seller pursuant to this Agreement, increase Designated Liabilities or add transaction costs to those costs arising out of the transactions contemplated by this Agreement (unless Purchaser agrees to pay such additional costs). On or prior to the Closing Date, Seller shall effectuate the Split.
Transaction Structure. (a) The parties may, with the approval of their respective boards of directors, at any time prior to the mailing of the Proxy Statement, change the method of effecting the combination of Siebel and Oracle contemplated hereby (including, without limitation, the provisions of this Article 2). This Agreement and any related documents will be appropriately amended in order to reflect any such revised transaction.
Transaction Structure. Either Parent or the Company may propose changes to the terms of this Agreement in order to change the method of effecting the business combination of Parent and the Company in order to (a) permit or expedite the satisfaction of the conditions to the Parties’ obligations to effect the Merger set forth in Article 9 or (b) address the Tax consequences of the Transactions to Parent, the Company or their respective shareholders, and the Parties shall consider such proposed changes in good faith and shall use their reasonable best efforts to enter into amendments to this Agreement to effect such changes as may be mutually agreed by the Parties; provided, that no such change shall (i) alter or change the amount, kind or allocation of the Merger Consideration provided for in this Agreement, (ii) increase any Taxes payable by the holders of Company Common Shares as a result of receiving their portion of the Merger Consideration, (iii) materially impede or delay the receipt of any consents or approvals of or the completion of any filings or registrations with any Governmental Authority in connection with the Transactions, or (iv) materially impede or delay consummation of the Transactions.
Transaction Structure. The proposed transaction would be comprised of (i) the consolidation into Modine Aftermarket Holdings, Inc., a wholly owned subsidiary of Thermal ("Newco"), of (A) all of the assets (other than intellectual property) of Thermal that relate to or are used in the Business and (B) all intellectual property of Thermal that is used exclusively in the Business (the "Contribution"), (ii) the distribution by Thermal of all of the issued and outstanding capital stock of Newco to Thermal's shareholders on a pro rata basis (the "Spin-Off"), and (iii) the acquisition by Transfer of all of the issued and outstanding capital stock of Newco, through a merger of Newco with and into Transfer in which the outstanding Newco stock would be converted into shares of Transfer common stock (the "Merger"). For federal income tax purposes, it is contemplated that (i) the Spin-Off would be tax-free to Thermal and to the shareholders of Thermal pursuant to Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) the Merger would qualify as a tax-free reorganization within the meaning of Section 368 of the Code. Immediately following the Merger, Thermal's shareholders would hold 54% of the shares of Transfer and Transfer's shareholders would hold 46% of the shares of Transfer, calculated as if shares of common stock into which all outstanding Transfer preferred stock is convertible are outstanding and outstanding Transfer stock options are fully exercised, consistent with the example set forth in Annex A hereto.
