Buyer Restructuring definition

Buyer Restructuring means a restructuring of Targanta Canada pursuant to which (i) Buyer is organized and incorporated, (ii) all outstanding shares of Targanta Canada will be exchanged for shares of capital stock of, or exchangeable for, shares of Buyer and (iii) Targanta Canada will become the wholly owned subsidiary of Buyer.
Buyer Restructuring means those actions set forth in Section 1.9 or any other corporate, capital, debt or other restructuring of the Transferred Companies implemented by Buyer and its Affiliates following the Closing.

Examples of Buyer Restructuring in a sentence

  • All Transfer Taxes incurred in connection with transactions contemplated by this Agreement shall be borne equally between Sellers, on the one hand, and Buyer, on the other hand; provided that any Transfer Taxes resulting from the Buyer Restructuring shall be solely for the account of the Buyer.

  • Thus, the power balance constraint assumes the following form: Ng NsΣ PDGi(t) + Σ PSDj(t) + Pg(t) = PL(t) (4.15)i=1j=1being PL(t) the total electrical load demand at hour t.

  • The amount of any payments required to be made pursuant to this Section 6.1 shall be computed (i) without regard to any net operating loss, net capital loss or other Tax deduction, credit or benefit that is attributable to, arises from or relates to any Post-Closing Tax Period and (ii) assuming that any income or gain attributable to the Buyer Restructuring is allocated to a Post Closing Tax Period (including pursuant to Section 6.1(c)).

Related to Buyer Restructuring

  • 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.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • 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.

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

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