Closing Restructuring definition

Closing Restructuring means, with respect to any jurisdiction, the Restructuring has been completed with respect to such jurisdiction (except with respect to actions expressly contemplated on Schedule C to be completed on or after the Closing) and the parties are able to complete the transactions contemplated hereby with respect to the Conveyed Companies and the Asset Selling Entities in such jurisdiction.
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Examples of Closing Restructuring in a sentence

  • These resolutions are effective as of the Settlement Date and are subject to the conditions precedent that (i) the Offer is declared unconditional, (ii) Settlement has taken place, and (iii) the number of Shares tendered together with the Shares held by the Bidder and/or any Affiliate ( Groepsmaatschappij) is at least the Post- Closing Restructuring Threshold.

  • The Closing Restructuring shall have been completed in all material respects with respect to the jurisdictions identified in item 1 on Schedule D.

  • The consummation of the Pre- Closing Restructuring Transactions (including the Step Plan) was furthermore a condition to Cerberus’s obligation to make its equity contribution and close the Contribution Agreement:The obligations of the Investor [Cerberus] to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions .

  • AUSA, immediately after acquiring 100% of the stock of Athene Annuity, contributed 100% of the stock of the Company to Athene Annuity (collectively, the Post Closing Restructuring Transactions).

  • In addition, other historical deferred tax assets of KPN Mobile Germany in the amount of €387,695 thousand were eliminated as they ceased to be realizable due to the effects of the Pre- Closing Restructuring.

  • The Crucell Boards considered a variety of risks and other potentially negative factors of the Offer and the Post Closing Restructuring, including the following:· No Shareholder Participation in Future Growth or Earnings.

  • Buyer, on the one hand, and Seller, on the other hand, will be equally responsible for the payment of any and all Transfer Taxes associated with the transfer of the Newco Interests (including Newco Rollover Interests, if applicable) or the Pre- Closing Restructuring pursuant to this Agreement and any deficiency, interest or penalty with respect to such taxes.

  • Buyer, on the one hand, and Sellers, on the other hand, will be equally responsible for the payment of any and all Transfer Taxes associated with the transfer of the Newco Interests (including Newco Rollover Interests, if applicable) or the Pre- Closing Restructuring pursuant to this Agreement and any deficiency, interest or penalty with respect to such taxes.

  • Parent shall be solely responsible for any Transfer Taxes arising as a result of the Pre- Closing Restructuring.

  • Each Holder that became a Notice Holder (i) within 20 days of receiving a Notice and Questionnaire from the Company or (ii) if later, prior to the filing of the initial Shelf Registration Statement shall be named as a selling securityholder in the initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver the Prospectus to purchasers of Registrable Securities in accordance with applicable law.

Related to Closing Restructuring

  • 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.

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

  • 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.

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

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

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

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

  • Restructuring Support Agreement means that certain Restructuring Support Agreement, made and entered into as of March 16, 2018, by and among the Debtors, the Consenting Creditors (as defined therein) party thereto from time to time, and the Consenting Sponsors (as defined therein) party thereto from time to time, as such may be amended from time to time in accordance with its terms.

  • Restructuring has the meaning set forth in the Recitals.

  • 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).

  • 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.

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • 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.

  • Closing Debt means the aggregate amount of all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization entered into prior to, on or after the date hereof so long as such Permitted Tax Restructuring is not materially adverse to the holders of the Notes (as determined by the Company in good faith).

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

  • 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.

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

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

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

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.