Argon Reorganization definition

Argon Reorganization means the restructuring steps to be taken by Blackstone and its Affiliates pursuant to which (i) the Argon Business, including certain assets and liabilities relating thereto, will be contributed to the Acquirer and (ii) Argon HoldCo will become the sole general partner of the Acquirer, in each case, in accordance with the terms and conditions to be set forth in the Separation Agreement entered into in accordance with the Framework Agreement.
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Examples of Argon Reorganization in a sentence

  • No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which the Seller Parties or the Acquirer Entities or any of their Subsidiaries (after giving effect to the Argon Reorganization) will be liable in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Acquirer.

  • On the terms and subject to the conditions to be set forth in the Separation Agreement entered into in accordance with the Framework Agreement, prior to the Closing, the Blackstone Parties (directly and through their Subsidiaries and Affiliates) shall cause the Argon Reorganization to be effected in accordance with the terms of such Separation Agreement.

  • The parties hereto shall use their respective reasonable best efforts to have the Argon HoldCo Registration Statement and any other securities-related filings that may be required in connection with the transactions contemplated hereby, the Argon Reorganization and the Separation Transaction declared effective under the Exchange Act or Securities Act, as applicable, as promptly as reasonably practicable and advisable after such filing.

  • The Argon Reorganization shall have occurred in accordance with the Separation Agreement.

  • The Seller Parties and the Partnership Entities will cooperate in providing certain representations that Simpson Thacher & Bartlett LLP, counsel to Blackstone and certain of its Affiliates, may reasonably request in rendering an opinion that the relevant transactions of the Argon Reorganization qualify for the Intended Tax-Free Treatment.

  • The Acquirer Entities, their Subsidiaries (after giving effect to the Argon Reorganization) and their respective predecessors are and have at all times been in material compliance with all Applicable Law and neither the Acquirer Entities nor any of their Subsidiaries (after giving effect to the Argon Reorganization) has been charged or, to the Knowledge of Acquirer, are or have been under investigation with respect to any material violations of any Applicable Laws.

  • Such Seller Party has not, to its knowledge, taken any action, or failed or omitted to take any action, or failed to resist the action of any Third Party that that could reasonably be expected to prevent the relevant transactions of the Argon Reorganization from qualifying for the Intended Tax-Free Treatment, nor knows of any facts or circumstances that could reasonably be expected to prevent the relevant transactions of the Argon Reorganization from qualifying for the Intended Tax-Free Treatment.

  • Each of the Blackstone Parties, the Acquirer Entities and any Subsidiaries of the Acquirer Entities (after giving effect to the Argon Reorganization) have been or, if not in existence on the date hereof, as of the Closing will be, (i) duly incorporated or formed and (ii) validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation.

  • As of the Closing, 100% of the outstanding equity interests in each Subsidiary of Argon HoldCo (other than Acquirer) after giving effect to the Argon Reorganization will be owned, directly or indirectly, by the Acquirer, with good title, free and clear of any Claims (other than the restrictions imposed pursuant to the Argon LP Agreement and any related agreement entered into in connection with the transactions contemplated by this Agreement).

  • The Seller Parties will not knowingly take any action, or knowingly fail or omit to take any action the failure or omission, or knowingly fail to resist the action of any third party that could reasonably be expected to prevent the relevant components of the Argon Reorganization from qualifying for the Intended Tax- Free Treatment.

Related to Argon Reorganization

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

  • Company Merger shall have the meaning given in the Recitals.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.