IAC Restructuring definition

IAC Restructuring means the series of transactions, including the Evite Contribution, the Evite Spin-Off and the Company Contribution, to be effected prior to the Closing set forth on Section 1.01(a) of the IAC Disclosure Schedule as a result of which (i) IAC will be the sole stockholder of the Company, (ii) the Company will be the sole record and beneficial owner of all of the outstanding equity securities of each of the Transferred Subsidiaries (except with respect to any Transferred Subsidiaries that will be indirect wholly-owned subsidiaries of the Company), and (iii) the Company will hold the Final Cash Amount.
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IAC Restructuring means the series of transactions, including the Evite Contribution, the Evite Spin-Off and the Company Contribution, to be effected prior to the Closing set forth on S ection 1.01(a) of the IAC Disclosure Schedule as a result of which (i) IAC will be the sole stockholder of the Company, (ii) the Company will be the sole record and beneficial owner of all of the outstanding equity securities of each of the Transferred Subsidiaries (except with respect to any Transferred Subsidiaries that will be indirect wholly-owned subsidiaries of the Company), and (iii) the Company will hold the Final Cash Amount.
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Examples of IAC Restructuring in a sentence

  • Liberty and each Subsidiary of Liberty has the full power and authority to execute and deliver each Ancillary Agreement to which such Person will be a party and to consummate the Transactions (other than with respect to the IAC Restructuring) contemplated thereby.

  • Each Liberty Party has the full power and authority to execute and deliver this Agreement and to consummate the Transactions (other than with respect to the IAC Restructuring).

  • The execution, delivery and performance by each Liberty Party of this Agreement and the consummation by each Liberty Party of the Transactions (other than with respect to the IAC Restructuring) are within such Liberty Party’s corporate powers and have been duly authorized by all necessary corporate or other legal action.

  • Prior to the Closing, IAC shall have completed the IAC Restructuring (other than the adjustment payment, if any, pursuant to Section 3.02(g)(iii) hereof).

Related to IAC Restructuring

  • 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.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • 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;

  • Restructuring has the meaning set forth in the Recitals.

  • 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.