Corporate Reorganization definition

Corporate Reorganization means: ------------------------

Examples of Corporate Reorganization in a sentence

Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period then in progress shall terminate and shares shall be purchased pursuant to Section 8, unless the Plan is assumed by the surviving corporation or its parent corporation pursuant to the plan of merger or consolidation.

Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period and Accumulation Period then in progress shall terminate and shares shall be purchased pursuant to Section 7, unless the Plan is continued or assumed by the surviving corporation or its parent corporation.

Roe, Bankruptcy and Debt: A New Model for Corporate Reorganization, 83 COLUM.

In the event of a Corporate Reorganization, the outstanding rights to purchase Stock under any Offering Period then in progress may be continued, assumed or substituted by the surviving entity or its parent.

Any other provision of the Plan notwithstanding, in the event of a Corporate Reorganization, the Plan may be continued or assumed by the surviving corporation or its parent corporation.


More Definitions of Corporate Reorganization

Corporate Reorganization means any (i) merger, consolidation or reorganization or other similar transaction or series of related transactions which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being exchanged for or converted into voting securities of the surviving or acquiring entity) less than a majority of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation, reorganization or other similar transaction or series of related transactions; (ii) sale, lease, conveyance or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company; or (iii) sale of outstanding shares of capital stock of the Company, in a single transaction or series of related transactions to which the Company is a party, representing at least a majority of the voting power of the voting securities of the Company (but excluding a Qualified IPO 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).
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.
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 Corporate Reorganization as defined in the Plan.
Corporate Reorganization has the meaning specified in Section 13.12;
Corporate Reorganization means the corporate reorganization of the Company and its Subsidiaries, as described in the Merger Agreement and the GP Purchase Agreement, which transactions include, without limitation: (A) the formation by the General Partner of the Parent and the formation by the Parent of Merger Sub, (B) the GP Purchase on the terms set forth in the GP Purchase Agreement, (C) the merger of Merger Sub with and into the Company, with the Company surviving such merger and the Company’s limited partner interests being 100% owned by the Parent as a result thereof and (D) the exchange of the Company’s common and preferred Equity Interests for common Equity Interests in the Parent on the terms set forth in the Merger Agreement.
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: