Common use of Alternative Transaction Structures Clause in Contracts

Alternative Transaction Structures. The parties agree that VLI, with the consent of KSL, which shall not be unreasonably withheld or delayed, may change the method and structure of effecting the KSL Merger, and KSL shall cooperate in such efforts, including by entering into appropriate amendments to this Agreement; PROVIDED, HOWEVER, that any actions taken pursuant to this Section 2.7 shall not (i) alter or change the kind or amount of consideration to be issued to KSL Shareholders as provided for in this Agreement, (ii) adversely affect the tax consequences of the receipt of such consideration by the holders of KSL Common Shares, (iii) materially delay receipt of any Required Approvals, or (iv) otherwise cause any condition to Closing set forth in Article VII to be materially delayed or to be materially more difficult to fulfill (unless duly waived by the party entitled to the benefits thereof).

Alternative Transaction Structures. The parties agree that VLI, with the consent of KSLKPP, which shall not be unreasonably withheld or delayed, may change the method and structure of effecting the KSL KPP Merger, and KSL the Kaneb Entities shall cooperate in such efforts, including by entering into appropriate amendments to this Agreement; PROVIDED, HOWEVER, that any actions taken pursuant to this Section 2.7 2.6 shall not (i) alter or change the kind or amount of consideration to be issued to KSL Shareholders KPP Unitholders as provided for in this Agreement, (ii) adversely affect the tax consequences of the receipt of such consideration by the holders of KSL Common SharesKPP Unitholders, (iii) materially delay receipt of any Required Approvals, or (iv) otherwise cause any condition to Closing set forth in Article VII to be materially delayed or to be materially more difficult to fulfill (unless duly waived by the party entitled to the benefits thereof).