F-Reorganization Steps Plan definition

F-Reorganization Steps Plan means the steps plan set forth in Section 1.1(a) of the New JPI Disclosure Letter.
Sample 1Sample 2Sample 3
F-Reorganization Steps Plan means the steps plan set forth in Section 1.1 of the New JPI Disclosure Letter. “ GAAP ” has the meaning set forth in Section 3.11 .
Sample 1

Examples of F-Reorganization Steps Plan in a sentence

  • Except pursuant to the F-Reorganization Steps Plan with respect to the shares of JPI Common Stock, from the date of this Agreement until the Effective Time, no Signing Stockholder shall, directly or indirectly, sell, transfer, assign, subject to a Lien, encumber or otherwise surrender, relinquish, or dispose of any shares of JPI Common Stock or New JPI Common Stock.

  • New JPI was formed solely for the purposes of engaging in the Transactions, has engaged in no other activities and has conducted its operations only in connection with the Transactions or as otherwise contemplated by this Agreement and the F-Reorganization Steps Plan.

  • New JPI has no liabilities and is not a party to any agreement other than this Agreement, required in connection with the F-Reorganization Steps Plan and agreements with respect to its formation and the appointment of registered agents and similar matters.

Related to F-Reorganization Steps Plan

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

  • 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.

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

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

  • 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.

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

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

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

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

  • 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.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Chapter 11 Plan means a plan of reorganization or liquidation filed in any of the Chapter 11 Cases under Section 1121 of the Bankruptcy Code.

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

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

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

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

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

  • Bank Merger has the meaning set forth in Section 1.03.

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

  • First Merger shall have the meaning given in the Recitals hereto.

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

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

  • Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders of the Issuer immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Issuer; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of the Scheme of Arrangement; (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Issuer; (iv) all Subsidiaries of the Issuer immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are Subsidiaries of the Issuer (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Issuer (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity share capital of those Subsidiaries as was held by the Issuer immediately prior to the Scheme of Arrangement;

  • Company Merger shall have the meaning given in the Recitals.

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