Global Reorganization and Restructuring Plan definition

Global Reorganization and Restructuring Plan means the Global Reorganization and Restructuring Plan in substantially the form attached to this Agreement as Exhibit A, pursuant to which certain Assets and Liabilities will be transferred between the parties and their Affiliates in connection with the Contribution.
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Examples of Global Reorganization and Restructuring Plan in a sentence

  • In connection with the Contribution, each of Motorola and Freescale will take, and each party will cause each member of its respective Group to take, such action as reasonably necessary to consummate the transactions contemplated by the Global Reorganization and Restructuring Plan (whether prior to or after the Effective Date).

  • CHANDY, Thomas, VAN HEE, Justin, NETTE- KOVEN, William, JOHNSON, Jay.

Related to Global Reorganization and Restructuring Plan

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

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

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

  • 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.

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

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

  • 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.

  • 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.

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

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

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

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

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

  • Recapitalization Agreement shall have the meaning set forth in the recitals hereto.

  • Share Exchange Agreement has the meaning specified in the Recitals.

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

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

  • 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;

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • 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.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • 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.

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

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.