Form of Transaction. If after the execution hereof, Vision 21 determines that the ownership of the Nonmedical Assets of the Company can be better achieved through a different form of transaction without economic injury to the Company or the Physician, or delay of the consummation of the transaction, the Company and the Physician shall cooperate in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company and the Physician at Closing for all reasonable additional expenses incurred by the Company and the Physician as a result of such change in form.
Form of Transaction. The Transaction shall be effectuated through prepackaged jointly administered voluntary cases to be commenced by the Company (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) that shall contemplate a chapter 11 plan of reorganization that is consistent in all material respects with the terms and conditions of the Plan.
Form of Transaction. The Sellers, Parent and Purchaser hereby agree that the acquisition of the Purchased Assets pursuant to this Agreement is intended to be treated as a taxable transaction for U.S. federal income tax purposes. The Sellers, Parent and Purchaser hereby further agree to continue to review the relevant information of the Sellers and to discuss the acquisition structure. If the Parent and Purchaser desire to modify the structure of the acquisition of the Purchased Assets pursuant to this Agreement, the structure of such acquisition and this Agreement shall be accordingly modified subject to the consent of the Sellers, which consent shall not be unreasonably withheld or delayed.
Form of Transaction. If after the execution hereof, Vision 21 determines that the sale of the Nonmedical Assets of the Company and the Partnership can be better achieved through a different form of transaction without economic injury to the Company or the Physician, or delay of the consummation of the transaction, the Company and the Physician shall cooperate (and the Company shall use its best efforts to cause the Partnership to cooperate) in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company, the Partnership and the Physician at Closing for all reasonable additional expenses incurred by the Company, the Partnership and the Physician as a result of such change in form.
Form of Transaction. The parties acknowledge that this transaction is structured as a sale of individual properties. However, provided that such action shall be acceptable to the holders of the Assumable Debt, and such action shall in no manner materially delay or interfere with the Closing, Buyer may, by delivery of written notice to Sellers at any time prior to the expiration of the Review Period, elect to acquire all of the beneficial ownership interests in REMIC, KPT Mortgage and/or Smithfield, in which event Buyer and Sellers agree within five (5) Business Days following such election to enter into an amendment to this Agreement setting forth such modifications as are reasonably necessary or appropriate in order to effect a portion of the transactions contemplated hereby as the purchase of one or more entities in addition to the direct purchase of the remaining Properties.
Form of Transaction. If after the execution hereof, Vision 21 determines that the sale of the Assets of the Company can be better achieved through a different form of transaction without economic injury to the Company or the Shareholder, or delay of the consummation of the transaction, the Company and the Shareholder shall cooperate in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company and the Shareholder at Closing for all reasonable additional expenses incurred by the Company and the Shareholder as a result of such change in form.
Form of Transaction. If after the execution hereof, Vision 21 determines that the sale of the Non-optometric Assets of the Company can be better achieved through a different form of transaction without economic injury to the Company or the Optometrist, or delay of the consummation of the transaction, the Company and the Optometrist shall cooperate in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company and the Optometrist at Closing for all reasonable additional expenses incurred by the Company and the Optometrist as a result of such change in form.
Form of Transaction. The Seller and the Purchaser agree that no later than five Business Days after the date hereof, the Purchaser may provide written notice to the Seller requesting that the transactions contemplated by this agreement be structured as a merger of SSRC with a wholly-owned subsidiary of the Purchaser in accordance with the General Corporation Law and, if applicable, the Limited Liability Company Act of the State of Colorado. Upon receipt of a notice pursuant to this Section 2.06, the Purchaser and the Seller shall cooperate in good faith to amend this Agreement in for the sole purpose of effecting the transactions contemplated hereby pursuant to a merger, provided that such amendment shall in no event have the effect of adding to this Agreement any warranties, representations, covenants or conditions to this Agreement (except those which relate solely to the mechanics of closing the transactions contemplated by this Agreement as a merger rather than a sale of stock).
Form of Transaction. The Transaction shall be implemented through jointly administered voluntary prepackaged cases to be commenced by the Company (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), on or before September 30, 2020 (the “Outside Petition Date”). The Company shall pursue confirmation of a chapter 11 plan of reorganization that is consistent in all respects with the terms and conditions of this Agreement and the Plan Term Sheet (such chapter 11 plan of reorganization, including any exhibits, supplements and schedules attached thereto, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, the “Plan”). 1 Capitalized terms used but not otherwise defined herein are defined in accordance with the Plan Term Sheet, which is expressly made part of this Agreement and incorporated herein by reference.
Form of Transaction. If after the execution hereof, NMFS determines that the sale of the Assets can be better achieved through a different form of transaction without economic injury to Seller or Shareholder, or delay of the consummation of the transaction, Seller and Shareholders shall cooperate in revising the structure of the transaction to a stock sale or merger or similar transaction and shall negotiate in good faith to so amend this Agreement; provided, that NMFS shall reimburse Seller and Shareholders at Closing for all reasonable additional expenses, including attorneys' fees, incurred by Seller and Shareholders as a result of such change in form.
