Alternative Structure definition
Examples of Alternative Structure in a sentence
If the Primary Structure cannot be effected in accordance with the Alternative Structure Conditions, the Unilever Stockholder, Holdco and the Company shall discuss, in good faith, alternative structures to effect the transfer of the Additional Shares pursuant to this Section so as to optimize tax efficiencies (the “Secondary Structures”), provided that any Secondary Structures must satisfy the Alternative Structure Conditions.
The consideration provided for in Sections 2.6(a) and (b), together with the consideration provided for in Section 2.11, is referred to herein as the "Merger Consideration;" provided, that if the Cash Alternative Structure (as defined in Section 6.15) is required to be effected, the term "Merger Consideration" shall instead refer to the consideration provided for in Section 2.14, together with the consideration provided for in Section 2.11.
If the Cash Alternative Structure is required to be effected, no vote of the stockholders of Parent shall be required to authorize this Agreement or to consummate the transactions contemplated hereby, including the issuance of the shares of Parent Common Stock in the Merger pursuant to this Agreement.
In the event that Parent elects to implement the Alternative Structure, the parties agree, in good faith, to prepare and execute an amendment to this Agreement to reflect the Alternative Structure and any necessary modifications to the terms of the Agreement to give effect to the Alternative Structure (including all necessary or appropriate changes to the definitions of the Merger, the Surviving Corporation and such terms impacted thereby).
If a valid Alternative Structure is proposed within such thirty (30) day period (or such longer period as the Exercising Partner and the Non-Exercising Partner may mutually agree), then the IPO Consummation Obligation will continue by utilizing such Alternative Structure, provided that the Alternative Structure would not have material adverse tax impacts on the Non-Exercising Partner or its Parent Company.