Structuring Transactions Sample Clauses

Structuring Transactions. (a) The Company acknowledges and agrees that, (x) before the consummation of the BH Canadian Asset Transfer, each of LuxCo and CanCo shall not have conducted any business, shall have no, assets, liabilities or obligations of any nature other than (i) those incident to its formation and (ii) pursuant to this Agreement or the Ancillary Agreements and the transactions contemplated hereby and thereby and (y) it shall cause LuxCo and CanCo to consummate their applicable Structuring Transactions. (b) Partner acknowledges and agrees that it shall cause Allied NewCo to be treated as a disregarded entity for U.S. federal income tax purposes at all times following its formation.
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Structuring Transactions. The Structuring Transactions intended to be completed as of such Closing Date or simultaneously with such Closing Date (as described in the General Disclosure Package) shall have been completed as of or will be completed simultaneously with such Closing Date.
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Structuring Transactions. On the date hereof and in the following order, subject to the terms and conditions hereof, the following transactions will be consummated by the parties hereto (each, a “Restructuring Transaction”, and collectively, the “Restructuring Transactions”): (a) pursuant to the terms and conditions set forth herein, JPE, as holder of 422,805 Common Units, hereby distributes such Common Units to MIH, and MIH hereby receives and accepts from JPE such Common Units (the “JPE Distribution”); (b) effective immediately following the consummation of the JPE Distribution, pursuant to the terms and conditions set forth herein, (i) (A) MIH, as holder of 20,372,720 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 32.002% Third Coast Holdings Class A Interest, (B) MIP, as holder of 5,108,669 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 9.710% Third Coast Holdings Class A Interest, (C) Busbar, as holder of 2,853,482 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 2.569% Third Coast Holdings Class A Interest and (D) ▇▇▇▇▇▇▇▇▇, as holder of 64,221 Common Units, hereby contributes such Common Units to Third Coast Holdings in exchange for a 0.058% Third Coast Holdings Class A Interest, and (ii) Third Coast Holdings hereby receives and accepts from MIH, MIP, Busbar and ▇▇▇▇▇▇▇▇▇, respectively, such Common Units (the foregoing transactions, collectively, the “Third Coast Holdings Contributions”); (c) effective immediately following the consummation of the Third Coast Holdings Contributions, pursuant to the terms and conditions set forth herein, (i) (A) MIH, as holder of a 32.002% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 110,054.122 3CM Holdings Class A Units, (B) ▇▇▇▇▇▇▇▇▇, as holder of a 0.058% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 198.835 3CM Holdings Class A Units, (C) MIP, as holder of a 9.710% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 33,393.355 3CM Holdings Class A Units, and (D) Busbar, as holder of a 2.569% Third Coast Holdings Class A Interest, hereby contributes such Third Coast Holdings Class A Interest to 3CM Holdings in exchange for 8,834.673 3CM Holdings Class A ...
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Structuring Transactions. 71 6.5 Return.. . . . . . . . . . . . . . . . . . . . . . . . . . . 71 6.6
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Structuring Transactions. The structuring transactions described in Section 2.7 shall have been completed.
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Related to Structuring Transactions

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Recurring Transactions If you intend to use the Card for recurring transactions, you should monitor your Available Balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. We are not responsible if a recurring transaction is declined because you have not maintained a sufficient Available Balance in your Card Account to cover the transaction. If these recurring transactions may vary in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If you have told us in advance to make regular payments (i.e., Recurring Transactions) from your Card Account, you can stop the payment by notifying us orally or in writing at least three (3) Business Days before the scheduled date of the transfer. If you call, we also may require you to put your request in writing and get it to us within 14 days after you call. If you order us to stop one of these payments three (3) Business Days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages. If you have authorized a merchant to make the recurring payment, you should also contact the applicable merchant in order to stop the transaction. Fraudulent Card Account Activity. We may block or cancel your Card Account if, as a result of our policies and procedures, we reasonably believe your Card Account is being used for fraudulent, suspicious or criminal activity or any activity that is inconsistent with this Agreement. We will incur no liability because of the unavailability of the funds that may be associated with your Card Account.