THE PLAN OF REORGANIZATION Sample Clauses

THE PLAN OF REORGANIZATION. 1.1 Organization of Holdco, NPS Merger Sub and Enzon Merger Sub.
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THE PLAN OF REORGANIZATION. At the Effective Time, upon the terms and subject to the conditions hereof, New Holdings shall acquire all of the assets of and shall assume all of the liabilities of Trenwick, pursuant to Section 271 of the GCL, in exchange for New Holdings Shares which shall be distributed to the holders of Trenwick Shares in complete liquidation of Trenwick pursuant to Section 275 of the GCL, in a transaction intended to qualify as a tax-free reorganization under Section 368(a) of the Code.
THE PLAN OF REORGANIZATION. 1.1 THE ORGANIZATION OF NEWCO, APEX SUB AND CYBEX SUB. Apex has formed Newco under the laws of the State of Delaware for the purposes of the transactions contemplated by this Agreement. Newco currently has no outstanding securities and will not issue any securities prior to the Effective Time (as defined in Section 1.11 below), will conduct no business or operations, will have no assets and will enter into no agreements or obligations except as required or contemplated by this Agreement or necessary to perform its obligations hereunder. As soon as practicable after the date of this Agreement, Newco shall form a wholly-owned subsidiary named Apex Sub, Inc. under Washington Law and a wholly-owned subsidiary named Cybex Sub, Inc. under Alabama Law.
THE PLAN OF REORGANIZATION. This Agreement and Plan of Reorganization was duly adopted by a majority in interest of the shareholders of the Corporation and by the Boards of Directors of each of ABL and Realty. .
THE PLAN OF REORGANIZATION. The Plan of Reorganization shall be reasonably satisfactory to the Requisite Lenders and shall provide, among other things, that all claims of the creditors (including trade creditors) of the Borrower and the Guarantors which arose, or are deemed to have arisen, prior to the Filing Date shall be converted into Equity Interests of the Borrower. The terms of all Equity Interests (including, without limitation, all preferred stock issued or to be issued (if any) by the Borrower related to the Plan of Reorganization) and indebtedness of the Borrower and the Guarantors to be outstanding after giving effect to the Plan of Reorganization shall be reasonably satisfactory in all respects to the Administrative Agent, PROVIDED, that any pre-petition tax claims may be paid subsequent to the Plan Effective Date pursuant to a payment plan (the "TAX PAYMENT PLAN") that is reasonably satisfactory to the Administrative Agent.
THE PLAN OF REORGANIZATION. Attached hereto as SCHEDULE 4.3 is a true and correct copy of the Plan of Reorganization filed with the Bankruptcy Court.
THE PLAN OF REORGANIZATION 
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Related to THE PLAN OF REORGANIZATION

  • Plan of Reorganization (a) If, in any Insolvency Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of First Lien Obligations and on account of Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

  • Effect of Reorganization Etc The purchase price per Share and similar provisions in this Agreement shall be equitably adjusted to reflect any stock split, subdivision, stock dividend, extraordinary dividend or dividends or other reclassification, consolidation or a combination of Andina´s voting securities or any similar action or transaction which occurs after the date of this Agreement.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Final Order If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, the Company shall as soon as reasonably practicable thereafter, and in any event within three Business Days thereafter, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Division 5 of Part 9 of the BCBCA.

  • The Reorganization (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of the Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments) and to assume substantially all of the liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time.

  • Bankruptcy Court Order The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, is in full force and effect, and has not been reversed, stayed, modified or amended absent the joinder and consent of the Agent and the Borrower.

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