Corporate Reorganization definition
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.
Corporate Reorganization means, in respect of a corporation, any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other Person whether by way of arrangement, reorganization, consolidation, amalgamation, merger, transfer, sale, continuance into any other jurisdiction of incorporation or otherwise;
Corporate Reorganization means: ------------------------
Examples of Corporate Reorganization in a sentence
If the Company, in spite of using its best efforts, is unable to cause these Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate Reorganization, then the Company shall pay the Warrant Holders an amount per Warrant to purchase one share in the Company that is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (B) hereto.
To the extent the Borrower elects to undertake the Corporate Reorganization, the Corporate Reorganization has been consummated or will be consummated substantially concurrently with the Conversion Date.
The Designated Company hereby represents and warrants to the Secured Parties that the Corporate Reorganization and the Quota Sale are permitted under this Agreement.
The Company shall not enter into any agreement or file any amendment to its Charter Documents which conflicts with this Section 5(d) while the Notes (as defined in the Purchase Agreement) and Warrants remain outstanding; provided, that nothing shall prohibit or otherwise restrict the Company from amending its Charter Documents in connection with the Corporate Reorganization.
The Parent Guarantee Amendments shall become effective immediately prior to the consummation of the Corporate Reorganization on the effective date thereof (the “Trigger Date”).
More Definitions of Corporate Reorganization
Corporate Reorganization means the corporate reorganization as a result of which New Frontier Borrower will be a wholly-owned, indirect Subsidiary of Reorganized Frontier, New Frontier Borrower will assume the obligations of the Company under the Loan Documents and Reorganized Frontier will hold, directly or indirectly, substantially all of the assets and operations of the Company as of immediately prior to such corporate reorganization (provided that, for the avoidance of doubt, if the Company undertakes the Staggered Emergence, the Designated Entities shall not be held by New Frontier Borrower as of the Conversion Date).
Corporate Reorganization means capital reorganization, reclassification, subdivision or consolidation of the capital of the Company or a consolidation, merger, arrangement or amalgamation (statutory or otherwise) of the Company with or into another company or body corporate;
Corporate Reorganization has the meaning specified in Section 13.12;
Corporate Reorganization means the happening of any one of the following events prior to the time at which the Company has consummated a Public Offering:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger, or consolidation involving the Company unless:
(A) the transaction involves only the Company and one or more of the Company’s parent corporation and wholly-owned (excluding interests held by employees, officers and directors) subsidiaries; or
(B) the shareholders who had the power to elect a majority of the board of directors of the Company immediately prior to the transaction have the power to elect a majority of the board of directors of the surviving entity immediately following the transaction;
(iii) the sale of all or substantially all of the assets of the Company to another corporation, person or business entity; or
(iv) a sale of Company stock, unless either (x) the shareholders who had the power to elect a majority of the board of directors of the Company immediately prior to the acquisition have the power to elect a majority of the board of directors of the Company immediately following the transaction, or (y) the sale of Company stock is to obtain financing to operate or expand the Company’s business.
Corporate Reorganization means Corporate Reorganization as defined in the Plan.
Corporate Reorganization means any (i) merger, consolidation or reorganization or other similar transaction or series of related transactions other than a merger, consolidation or reorganization or other similar transaction or series of related transactions in which the stockholders of the Company immediately prior to such merger, consolidation or reorganization or other similar transaction or series of related transactions continue to hold at least 51% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganization or other similar transaction or series of related transactions (but excluding from any of the foregoing any merger effected solely for the purpose of reincorporating in another state or any transaction or series of transactions entered into principally for bona fide equity financing purposes in which the Company issues new securities primarily for cash, the cancellation or conversion of indebtedness of the Company, or the combination thereof for the purpose of financing the operations and business of the Company); (ii) sale, exchange, conveyance, lease, exclusive license, transfer or other disposition of all or substantially all of the assets of the Company or assets of one or more direct or indirect subsidiaries of the Company constituting all or substantially all of the assets of the Company (determined on a consolidated basis with all of the Company’s direct and indirect subsidiaries), other than to a wholly-owned subsidiary of the Company, in a single transaction or series of related transactions; or (iii) sale, exchange or transfer of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of the Company (but excluding a Qualified IPO).
Corporate Reorganization means the happening of any one (1) of the following events: (i) the dissolution or liquidation of the Company; (ii) a capital reorganization, merger or consolidation involving the Company, unless (A) the transaction involves only the Company and one or more of the Company’s parent corporation and wholly-owned (excluding interests held by employees, officers and directors) subsidiaries; or (B) the shareholders who had the power to elect a majority of the board of directors of the Company immediately prior to the transaction have the power to elect a majority of the board of directors of the surviving entity immediately following the transaction; (iii) the sale of all or substantially all of the assets of the Company to another corporation, person or business entity; or (iv) an acquisition of Company stock, unless the shareholders who had the power to elect a majority of the board of directors of the Company immediately prior to the acquisition have the power to elect a majority of the board of directors of the Company immediately following the transaction; provided, however, that a Corporate Reorganization shall not be deemed to have occurred upon an investment by one or more venture capital funds, Small Business Investment Companies (as defined in the Small Business Investment Act of 1958, as amended) or similar financial investors.