Structure Notice definition

Structure Notice means the structure notice delivered by NTL and the Company to the Bookrunners, in accordance with the provisions of the Original Agreement, pursuant to which NTL and the Company elect to implement the restructuring steps referred to in the Steps Paper as “Post-Combination Restructuring - Second Alternative (Structure 2)”.
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Structure Notice means a certificate signed by a senior officer of AM Latin America, on behalf of itself and America Movil, stating that implementation of the Alternate Structure specified therein will avoid adverse tax consequences for America Movil and its Mexican Subsidiaries. Such Alternate Structure shall be implemented within 30 days following the date of such notice or as soon as practicable thereafter. The costs, expenses and losses incurred by the Company or any Shareholder in implementing such Alternate Structure shall be borne by the Company.
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Examples of Structure Notice in a sentence

  • From and after consummation of the purchase of the Selected Assets pursuant to this Exhibit D, Licensee shall indemnify and hold harmless the Licensor Parties from and against all Excluded Liabilities related to the Selected Brand Restaurant Businesses, other than those liabilities (if any) Licensor (or its Designee) agrees to assume in connection with the exercise of the Purchase Right as set forth in the Structure Notice (such liabilities, if any, the “Assumed Liabilities”).

  • Each of the Merger Transactions shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL and, unless the Revised Structure Notice shall have been delivered in accordance with Section 1.1, the DLLCA.

  • The Structure Notice shall include any amendments to this Agreement required as a result of the Structure Changes and, provided that the Structure Notice, including such amendments, are in accordance with subsections (i) to (v) of this subsection 2(e), upon the delivery by Gold Fields of the Structure Notice, the parties will be deemed to have agreed to such amendments.

  • Gold Fields will provide IAMGOLD with a current draft of the Structure Notice prior to finalization of the joint disclosure document referred to in subsection 3(e) in order that the parties may include any required disclosure relating thereto in such joint disclosure document.

  • As for the Senior Bridge Facility, provided that, if the Merger Closing Date shall have occurred, the Alternative Bridge Facility shall only be available until the date falling 3 months after the Merger Closing Date and shall be drawn within 4 business days of receipt by the Mandated Lead Arrangers of the Structure Notice.

  • The payment Wall etc ▇▇▇ ▇▇▇▇ Notice of proposed works under section 2 of action Act Party Structure Notice.

  • This provision shall terminate with respect to any Stand Alone Baseball Financing on the date falling two months after the earlier of (i) the delivery of a Structure Notice and (ii) consummation of the Virgin Mobile Acquisition.

  • If the Homeowner cannot negotiate a Transfer Agreement on acceptable terms with the Priority Transferee, or if the Priority Transferee becomes unable, unwilling, or unqualified to become a CLT Homeowner, the Homeowner may issue a new Notice of Intent to Transfer and the CLT will issue an Exercise Notice or a new Structure Notice in response, and if the CLT issues a new Structure Notice it will name a different Priority Transferee than the initial Structure Notice names.

  • If the Option Closing does not occur by the Purchase Option Closing Date, the CLT shall issue a Structure Notice within 30 days after the date the Option Closing should have occurred, and the Homeowner may then enter a Transfer Agreement with a Priority Transferee and consummate the Transfer for a Transfer price not to exceed the Formula Price.

  • The vote or consent of Parent, as the sole stockholder of Merger Sub I, is the only vote or consent of the holders of any class or series of capital stock of Merger Sub I, and the vote or consent of Parent, as the sole member of Merger Sub II and, if the Revised Structure Notice shall not have been delivered by Parent in accordance with Section 2.7, after the First Merger, as the sole stockholder of the Surviving Corporation, necessary to approve the Mergers and adopt this Agreement.

Related to Structure Notice

  • Pre-Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Cure Notice means a notice of a proposed amount to be paid on account of a Cure Claim in connection with an Executory Contract or Unexpired Lease to be assumed under the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include: (a) procedures for objecting to proposed assumptions of Executory Contracts and Unexpired Leases; (b) Cure Claims to be paid in connection therewith; and (c) procedures for resolution by the Bankruptcy Court of any related disputes.

  • Disclosure Notice means a notice issued by or on behalf of the Company requiring disclosure of interests in shares pursuant to section 212 of the Act;

  • Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto or such other form as shall be mutually agreed upon between Seller and Purchaser, which is delivered to the Purchaser in accordance with Section 3(c) herein.

  • Tax Notice has the meaning set forth in Section 2.06(a).