Structure of the Transaction. Parent may at any time change the method of effecting the Transaction if and to the extent requested by Parent and consented to by the Company (such consent not to be unreasonably withheld); provided, however, that no such change shall (i) alter or change the amount or kind of the Consideration provided for in this Agreement, (ii) adversely affect the Tax treatment of the Transaction with respect to the Company’s or Company Virginia Subs’ stockholders or (iii) materially impede or delay, or make less likely, the consummation of the Transaction.
Structure of the Transaction. The legal structure chosen for integrating the businesses of CaixaBank and Bankia is a merger in accordance with articles 22 and following of the Law on Structural Changes to Companies. The proposed merger will occur by Bankia (the absorbed company) being merged into CaixaBank (the absorbing company) with the termination, via dissolution without liquidation, of Bankia, and the transfer, by universal succession, of Bankia's assets and liabilities as a whole to CaixaBank, which will acquire all the rights and obligations of Bankia. As a result of the merger, the shareholders of Bankia will receive shares in CaixaBank in exchange for their Bankia shares.
Structure of the Transaction. 3.1 The parties intend to implement the Transaction by means of the Scheme. Equinix shall be entitled (subject always to the consent of the Panel), whether before or after the posting of the Scheme Document, to implement the Transaction by way of an Offer if:
Structure of the Transaction. WestPark will act as the Company’s Investment Banker respecting matters relating to the Company’s proposed RTO Transaction. These services include but are not limited to the following: (i) overall control and coordination of the process; (ii) undertaking activities related to the collection and analysis of due diligence; (iii) interacting with shell principals and negotiating definitive purchase agreement; (iv) financial analysis including valuation analysis; and (v) managing the interrelationship of legal and accounting activities to ensure the transaction moves according to time table. WestPark will also advise the Shell with respect to structuring the merger with the approval of the Company. It is the Company’s intention to effect a WRASP, through which the Company will list its stock for trading on the NYSE Amex as part of the merger process with the Shell, which is fully-reporting with the United States Securities and Exchange Commission. The amount of equity required to acquire the shell will be 9.0% (Nine Percent) of the total shares outstanding the day after the RTO Transaction has closed. The final amount of cash required to acquire the shell will be US$600,000 (Six Hundred Thousand Dollars), which shall be payable from the proceeds of the Private Placement of common stock, preferred stock or convertible notes of the Company (the “Securities”). The RTO Transaction is subject to the satisfaction of due diligence on the part of both the Company and WestPark. However, the Company must meet WestPark’s WRASP qualification standards (as defined by WestPark and the NYSE Amex) prior to initiating the WRASP Offering. After closing the Private Placement and as part of the WRASP, WestPark will manage a firm commitment underwritten offering of common stock of the Company (the “WRASP Offering”), for which WestPark will receive compensation through customary fees, warrants and expense reimbursement as regulated by FINRA and governed by a separate letter of intent. Initials: Wei Xin Holdings Group Co., Ltd. Page 2 May 10, 2010 WestPark will act as the Company’s Private Placement Agent respecting matters relating to the financing of its business as follows. The Company proposes to conduct Private Placements to raise up to $25,000,000 (Twenty-Five Million Dollars) of capital through transactions (the “Financings”) involving the issuance the Securities. It is anticipated that the Company will raise capital according to the following financing schedule (the “Schedul...
Structure of the Transaction. The legal structure chosen for carrying out the integration of the businesses of Península and the Absorbed Companies is the Merger, in accordance with articles 22 et seq. of the LME. Specifically, the planned Merger will be carried out through the absorption of the Absorbed Companies by Península, with the dissolution without liquidation of the former and the transfer en bloc of all their assets and liabilities to the latter, which will acquire, by way of universal succession, all the rights and obligations of the Absorbed Companies. Consequently, as from the date on which the Merger becomes effective, Península shall occupy the legal position of the Absorbed Companies, remaining as the only entity entitled to the full, free and unlimited disposal of any assets and rights, of which it shall enter into possession and may recover, claim and, in the case of credits, demand and collect them from any persons and entities. This subrogation in all types of rights and obligations shall be considered effective in any area, judicial or extrajudicial, and for all purposes with respect to third parties by legal imperative, unless otherwise provided by law.
Structure of the Transaction. The legal structure chosen for carrying out the transfer of the shares representing 100% of the share capital of Sur to Neinor is the Partial Spin-off, on the terms established in articles 73 et seq. of the LME. Specifically, the planned Partial Spin-off will be carried out by means of Península transferring the shares representing 100% of the share capital of Sur, which comprise an independent economic unit, to Neinor, which acquires the assets and liabilities of the aforementioned economic unit en bloc and by universal succession. As stated, the Spun-off Company is directly and wholly owned by the Beneficiary Company, meaning that the simplified regime established in articles 49 et seq. of the LME by reference to article 73.1 of the LME is applicable. In this regard, article 73 of the LME establishes that “references to the company resulting from the merger [or absorbing company] are equivalent to references to companies that are beneficiaries of the spin-off”. This means that references to the absorbing company in articles 22 et seq. of the LME (and particularly in articles 49 and 51 of the LME) must be deemed made to Neinor and, therefore, references to the absorbed company must be deemed made to Península. As a result:
Structure of the Transaction. The transaction will be structured as a power purchase agreement (“Agreement”) whereby DCSD shall purchase, and EPo shall sell, solar electric energy generated by the equipment and facilities constructed by EPo at various DCSD properties (the “System”). The solar electric energy is for DCSD’s use only and not for producing power for general consumption on the electric grid.
Structure of the Transaction. The transaction shall be structured to comply with and is subject to all applicable (1) state and federal corporate and securities laws, (2) state and federal tax laws, and (3) state and federal health care laws.
Structure of the Transaction. Fredxxxxx xxxerves the right to alter the structure of the transactions contemplated by this Agreement prior to the Closing Date for tax or other business reasons, provided, however, that the total consideration to be paid to the stockholders of WGB, or the tax consequences to the stockholders of WGB is not altered, unless such alteration in the consideration or the tax consequences is approved by WGB and the stockholders thereof.
Structure of the Transaction. 3.3.1 Upon exercise of the Call Right, the transactions described herein shall be made pursuant to the terms of a contribution agreement substantially in the form of Exhibit A attached hereto, with such disclosure schedules as shall be provided by the Parties (as such agreement may be modified in accordance with the terms of this Agreement, the “Contribution Agreement”), to be entered into by Sanofi-Aventis, Schering-Plough (and/or one or more Affiliates of Schering-Plough that Schering-Plough may designate) and Merial.
