Structure of the Transaction Clause Samples

The 'Structure of the Transaction' clause defines the overall framework and organization of how a deal or agreement will be executed between the parties. It typically outlines the type of transaction (such as asset purchase, share purchase, or merger), the key steps involved, and the roles and responsibilities of each party throughout the process. By clearly specifying these elements, the clause ensures that all parties have a mutual understanding of the transaction's mechanics, reducing the risk of misunderstandings and facilitating a smoother execution of the agreement.
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. 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: (A) Telecity provides its prior written consent (an “Agreed Switch”) in which case Clause 3.2 shall apply; (B) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Telecity which is recommended by the Telecity Directors; or (C) the board of Telecity Directors withdraws its unanimous recommendation of the Transaction. 3.2 In the event of an Agreed Switch: (A) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 90 per cent. (or such lesser percentage as Equinix may decide after, to the extent necessary, consultation with the Panel being in any case at least 75 per cent.) of the Telecity Shares to which the Offer relates; (B) Equinix shall not take any such action which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non-fulfilment of the Acceptance Condition prior to the 60th day after publication of the Offer Document and Equinix shall ensure that the Offer remains open for acceptances until such time; (C) Equinix shall keep Telecity informed, on a regular basis and in any event within two Business Days following a written request from Telecity of the number of Telecity Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders, and the number of Telecity Shares to which such forms relate; and (D) the Offer shall otherwise be made on the same terms as those set out in the Announcement, subject to any modification or amendment to such terms and conditions as may be agreed by Telecity and the Panel or which is necessary as a result of the switch from the Scheme to the Offer. 3.3 In the event of an Agreed Switch, all provisions of this Agreement which relate to the Scheme and its implementation shall apply to the Offer and its implementation mutatis mutandis. 3.4 Equinix agrees to cooperate in good faith with Telecity to explore whether it is possible to effect the Transaction in such a way as to preserve rollover relief for UK-based Telecity Shareholders.
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. 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. 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 $25,000,000 (Twenty-Five Million Dollars) of capital through transactions (the “Financings”) involving the issuance the Securities. It is anticipated that the Company will raise capital according to the following financing schedule (the “Schedule”): Priva...
Structure of the Transaction. 3.1 Subject to the terms of this Agreement, the Target will issue and allot in favour of the Buyer and the Buyer will subscribe for such number of Target Shares and the Seller or the Bank Seller (as the case may be) will sell and the Buyer will purchase Target Shares as follows:- (1) Transaction (2) Number of Target Shares of €1 (3) Amount of subscription price or purchase price (USD$) (4) Mechanism, obligations and steps relating to Completion of the relevant sale and purchase (5) Percentage of share capital (6) Cumulative Percentage of share capital of the Buyer immediately after the relevant Transaction (7) Completion Dates (8)
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. CGI's proposal is structured as a purchase of substantially all of the assets of INSpire and the assumption of certain specified liabilities of INSpire. Except for the liabilities and obligations specifically assumed by CGI, CGI will have no liability for any administrative, tax, priority, secured or unsecured claims against the bankruptcy estates of Solutions or Management or for any other liabilities or obligations. Such purchase of assets and assumption of liabilities will be made pursuant to a plan of reorganization or other appropriate order(s) of the Bankruptcy Court, in each case in form and substance satisfactory to CGI (such plan or order(s), a "Plan of Reorganization").
Structure of the Transaction. Fred▇▇▇▇▇ ▇▇▇erves 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. The purchase of the Invest-Project shares is a stock transaction, whereby GTS provides stock to the Invest-Project parent company, in exchange for the 50% ownership. The provision of stock is based on the following terms: 1. Current GTS stock price based on current company evaluation by Morg▇▇-▇▇▇▇▇▇▇, ▇▇ $18.75 per share. 2. Thus, GTS will provide 293,000 shares, over a pre-agreed period of time and stock growth rate. 3. GTS stock price is assumed to grow at 20% per annum.
Structure of the Transaction. SAL will acquire, by itself or through a subsidiary of SAL wholly controlled by it: (i) the option to purchase 70% of the Shares of Minera Ansotana; and (ii) the option to purchase the B Properties. 70% de las Acciones de Minera Ansotana; y (ii) la opción de compra de las Propiedades B.