European Reorganization definition

European Reorganization has the meaning assigned to that term in that certain Consent, Waiver and Fourth Amendment to Credit Agreement dated as of December 21, 1999 by and among the Borrower, the Agent and the Lenders signatory thereto.
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European Reorganization means the transactions or series of ----------------------- transaction in form and substance satisfactory to Agent pursuant to which Borrower shall (i) organize a new entity under the laws of the Cyprus ("Cyprus Holdings"), all of the Stock of which is directly owned by Kenabell Holding and which directly owns all of the Stock of Measurement Limited, a Cayman Islands company, and MSI Sensor (Asia) Limited, a Hong Kong company, (ii) transfer all of the Stock of Entran SA to Cyprus Holdings, and (iii) cause Entran Devices to merge with and into Entran Devices LLC, with Entran Devices LLC as the surviving entity.
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European Reorganization means (i) the transfer, contribution and/or sale by the Borrower of the Equity Interests of the Foreign Subsidiaries of the Borrower set forth on Annex II to the Second Amendment to one or more Wholly-Owned Foreign Subsidiaries of the Borrower, so long as after giving effect to each such transfer, contribution and/or sale (or series of transfers, sales and/or contributions that occur substantially contemporaneously), the Borrower shall have received one or more promissory notes in form and substance reasonably satisfactory to the Administrative Agent, in an aggregate principal amount equal to the fair market value (as determined in good faith by senior management of the Borrower) of the Equity Interests so transferred, contributed and/or sold and (ii) the transfer or contribution by the Borrower of promissory notes and/or Intercompany Notes held by the Borrower (including the promissory notes issued as consideration pursuant to the immediately preceding clause (i)) to the Bermuda Subsidiary Guarantor, so long as (x) all such promissory notes and Intercompany Notes are pledged to the Collateral Agent pursuant to the Bermuda Subsidiary Pledge Agreement for the benefit of the Secured Creditors and (y) the aggregate principal amount of all such promissory notes and Intercompany Notes so transferred or contributed does not exceed $240.0 million.
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Examples of European Reorganization in a sentence

  • On the effective date of the Rider, the Maximum Annual Withdrawal amount is equal to 5% of the initial Guaranteed Amount.

  • Nacanco Holding France is a French holding company that was established as part of the 1998 European Reorganization.

  • Based on the information and representations provided to us and subject to the caveats and limitations set forth herein, it is our opinion that the proposed restructuring, as described hereinbelow, should have no adverse effect on the U.S. federal income tax consequences resulting from the 1998 European Reorganization.

  • The Lenders and the Agent hereby consent to the European Reorganization Plan, and consent to the Agent making the Pledge Release and obtaining in substitution therefor the Moog Europe Pledge and the Negative Pledge Agreements.

  • The 1998 European Reorganization resulted in the transfer of a portion of ownership in various European beverage can operations from ANCOC to Nacanco Holding Finance.

  • The author shall have the exclusive right to adapt his work or to authorise another person therefor.

  • Some of them have even bypassed Manila entirely and have established operations here directly.

  • We believe that the U.S. federal income tax consequences of the 1998 European Reorganization should continue to be the same as described in our prior opinion letter dated February 2, 1998, as supplemented by our opinion letter dated April 13, 1998.

  • Nacanco Holding France is a French holding company established as part of the 1998 European Reorganization.

  • Within 60 days after the Closing Date, ----------------------- Borrower will cause the European Reorganization to be competed (and thereafter all of the Stock of Borrower's Foreign Subsidiaries shall at all times be directly or indirectly owned by Intermediate Holdings), and shall provide to Agent copies of all documents and filings effecting such transactions.


More Definitions of European Reorganization

European Reorganization means (i) the contribution and/or transfer by the Borrower of the Equity Interests of the Foreign Subsidiaries of the Borrower set forth on Annex II to the Second Amendment to one or more Wholly-Owned Foreign Subsidiaries of the Borrower and (ii) the transfer by Dade Behring B.V. of the Equity Interests of Dade Behring Portugal-Meios de Diagnostica Medico Lda, Dade Behring Vertriebs Beteiligungs GmbH and Dade Behring S.p.A. to the Borrower and the transfer by the Borrower of such Equity Interests to Dade Behring Holding GmbH.
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European Reorganization means the reorganization of European Subsidiaries of Russxxx Xxxporation, currently contemplated to be publically announced in October, 1999, which is anticipated to consist of the following: (i) the formation by Russxxx Xxxporation, for a minimal capitalization, of new European based Subsidiaries (it is currently contemplated that there may be 3 new such Subsidiaries, one to serve as the European headquarters for the European operations (the "New European Headquarters Subsidiary"), one to be the service company for the European operations and one to own the intellectual property pertaining to the European operations, but the exact number and specific locations in Europe of such Subsidiaries have not yet been determined); (ii) the transfer by Russxxx Xxxporation and certain existing European Subsidiaries of certain of their assets pertaining to the European operations to the new European Subsidiaries, as appropriate, consistent with their intended purpose and function; and (iii) the assignment by Russxxx Xxxope Limited to the New European Headquarters Subsidiary, and the assumption by the New European Headquarters Subsidiary, of all rights and obligations of Russxxx Xxxopean Limited under this Agreement and the Notes and other Loan Documents executed by Russxxx Xxxope Limited, as more specifically authorized in Section 9.08(a).
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Related to European Reorganization

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

  • 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.

  • 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.

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

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

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

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

  • 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.

  • 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.

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

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

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

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

  • 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.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor 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.

  • Scheme of Arrangement means a scheme of arrangement, share for share exchange or analogous procedure.

  • Internal Distribution has the meaning set forth in the recitals hereof.

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

  • Steps Plan means a plan evidenced by Eligible Information contemplating that there will be a series of successions to some or all of the Relevant Obligations of the Reference Entity, by one or more entities.

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

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • CCAA means the Companies’ Creditors Arrangement Act (Canada).

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • capital transactions means any of the following: the sale of all or any part of the assets of the Company; the refinancing of mortgages or other liabilities of the Company; the receipt of insurance proceeds; and any other receipts or proceeds are attributable to capital. (Check One) ☐ - SINGLE-MEMBER: A “Capital Account” for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.