Authority to Restructure Clause Samples

Authority to Restructure. The Company, upon the approval of the Board and the Class A-1 Members holding a majority of the Class A-1 Units, may effect an Internal Restructure on any such terms as the Board and such Class A-1 Members in good ▇▇▇▇▇ ▇▇▇▇▇ advisable; provided, however, that the Board shall to the extent feasible effect any Internal Restructure in a manner which avoids creation of taxable income for the Company or any Member, and each Member (and if applicable, the stockholders, members, partners, trustees or other equity owners of an entity or trust Member, as applicable) is treated equitably and incurs no personal liability with respect to that Internal Restructure and the rights of any Member shall not be disproportionately affected by such Internal Restructure without the consent of that Member. Each Member agrees that it will consent to and raise no objections to any such Internal Restructure, in accordance with this Section 6.6, that has been approved by the Board. Each Member hereby agrees that it will execute and deliver, at the Company’s expense, all agreements, instruments and documents as are required, in the good faith reasonable judgment of the Board (and not in conflict with this Section 6.6) to be executed by that Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with that Internal Restructure, the terms and provisions of this Agreement, including, without limitation, relative equity ownership percentages among the holders of a Class of Units, relative pro rata distribution rights among the holders of a Class of Units, pre-emptive rights (except in connection with a Public Offering), those provisions granting the Board authority to manage the affairs of the Company, and granting certain Persons the right to nominate and cause the election of Managers, governing Transfers of Units or other equity securities and indemnification. It is the intent of the Members that an Internal Restructure is part of their investment decision with respect to Units of the Company. The Company and the Board shall attempt to structure the Internal Restructure in the most tax efficient manner possible in order to minimize any tax consequences on the Members; however, the Members acknowledge and agree that an Internal Restructure may have adverse tax consequences.
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Related to Authority to Restructure

  • AUTHORITY TO MODIFY No modification or change in this Agreement shall be valid and enforceable against UNICEF unless provided by a written amendment to this Agreement signed by a duly authorized officer of UNICEF and an Authorized Officer of IP.

  • Authority to Sign If this document is not signed by all of the persons comprising the Supplier, any person who has signed this document warrants to DFMC that it is duly authorised to sign and bind all the persons comprising the Supplier.

  • Authority to Sell The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors;

  • Authority to Enter Agreement Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

  • Reservation of Right to Revise Structure Buyer may at any time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (a) alter or change the amount of the consideration to be issued to holders of Company Common Stock as merger consideration as currently contemplated in this Agreement, (b) reasonably be expected to materially impede or delay consummation of the Merger, (c) adversely affect the federal income tax treatment of holders of Company Common Stock in connection with the Merger, or (d) require submission to or approval of the Company’s shareholders after the plan of merger set forth in this Agreement has been approved by the Company’s shareholders. In the event that Buyer elects to make such a change, the parties agree to execute appropriate documents to reflect the change.