Internal Restructure definition
Internal Restructure means, with respect to the Company, any re-formation, conversion, transfer of assets, merger, incorporation, liquidation or other reorganization transaction undertaken in a manner that results in the Members or their Affiliates continuing to have substantially the same direct or indirect ownership of the Company’s assets in place prior to such transaction, with essentially the same governance and protective rights available to the Members under this Agreement.
Internal Restructure means any re-formation, conversion, transfer of assets, transfer by Members of their Units, merger, incorporation, liquidation or other transaction undertaken in a manner that results in the Members or their Affiliates continuing to have substantially the same direct or indirect ownership of the Company’s assets in place prior to the Internal Restructure, and preserves (a) the relative economic interests of the Members or their Affiliates in the Company or any entity (including an entity organized under the laws of a foreign jurisdiction) that succeeds to the Company in such transaction and (b) the limited liability of the Members to the substantially same extent afforded by the Act.
Internal Restructure means any re-formation, Conversion, transfer of assets, transfer of membership interests or other securities, merger, incorporation, liquidation or other transaction of, or relating to, or affecting the Company, completed in compliance with Section 9.8.
Examples of Internal Restructure in a sentence
All Members shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating an Internal Restructure including a Conversion including voting for or consenting thereto.
Upon the consummation of an Internal Restructure, the surviving entity or entities shall assume or succeed to all of the outstanding debt and other liabilities and obligations of the Company.
Each Member agrees that it will consent to and raise no objections to any such Internal Restructure, in accordance with this Section 6.6, that has been approved by the Board.
All Members shall take any such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating an Internal Restructure (in accordance with this Section 6.6) including voting for or consenting thereto.
It is the intent of the Members that an Internal Restructure is part of their investment decision with respect to Units of the Company.
More Definitions of Internal Restructure
Internal Restructure means, with respect to the Company, any re-formation, conversion, transfer of assets, Transfer by Members of their Units, merger, incorporation, liquidation or other transaction undertaken in a manner that results in the Members or their Affiliates continuing to have substantially the same direct or indirect ownership of the Company’s assets in place prior to the Internal Restructure, and preserves the relative economic interests or rights of the Members or their Affiliates in the Company (including rights to liquidating and other distributions) or any entity (including an entity organized under the Laws of a foreign jurisdiction) that succeeds to the Company in such transaction.
Internal Restructure means any (a) re-formation, (b) Conversion, (c) transfer of assets, (d) transfer or exchange by Members of their Membership Interests or other securities or (e) recapitalization, merger, incorporation, division, liquidation or other transaction with substantially the same effect as a reformation or Conversion and relating to or affecting the Company, in each case that results in the Members or their Affiliates continuing to have substantially the same direct or indirect ownership of the Company’s assets in place prior to the Internal Restructure, and substantially preserves the relative economic interests of the Members or their Affiliates in the Company or any entity (including an entity organized under the laws of a foreign jurisdiction) that succeeds to the Company in such transaction.
Internal Restructure shall have the meaning set forth in the recitals to this Agreement.
Internal Restructure has the meaning given to it in Article 1(E). “Knowledge of the Company” means, as it relates to any fact or other matter, the actual knowledge of the individuals set forth on Schedule D, after reasonable inquiry of such fact or matter. “Longtail” means Longtail Re (Cayman) SPC Ltd. on behalf of, and for the account of its segregated portfolio Longtail Re North Side SP. “Longtail Holdings” has the meaning given to it in the Term of this Agreement Article 6. “Longtail Novation Agreement” has the meaning given to it in the Term of this Agreement Article 6. “Loss Adjustment Expenses” means any costs and expenses of the Primary Insurers paid in the appraisal, adjustment, settlement, litigation, arbitration, investigation, defense or appeal of Specific Claims, which shall include, among other things, (a) outside non- Affiliated retained adjusters’ and consultant’s fees and Third Party Administrator Expenses; (b) external attorneys’, experts’ and consultants’ fees in connection with coverage investigation or analysis and/or actual, anticipated or threatened actions, suits or proceedings, whether declaratory, coercive or otherwise, (c) costs levied in any claim, suit or proceeding (including court costs), (d) costs of supersedeas and appeal bonds, (e) pre- judgment interest, (f) interest accruing after entry of judgment, (g) declaratory judgement expenses and (h) a fair and reasonable pro rata allocation of salaries of the Company’s or its Affiliates’ field employees with respect to their adjustment of Specific Claims and applicable expenses of other employees of the Company or its Affiliate who have been temporarily diverted from their normal and customary duties and assigned to the adjustment of Specific Claims; provided, however, that “Loss Adjustment Expenses” shall not include Unallocated Loss Adjustment Expenses. For the purposes of this Agreement, this definition of “Loss Adjustment Expenses” will apply regardless of how Company or Reinsurer reserves for Loss Adjustment Expenses on its financial statements.
Internal Restructure means, with respect to the Company Group, any re-formation, conversion, transfer of assets, Transfer by Members of their Units, merger, incorporation, liquidation, recapitalization, reorganization, contribution and exchange of Units into other equity interests or other transaction in connection with tax, the Investment Company Act of 1940 or other regulatory or other reasons, in each case undertaken (a) in connection with a Public Offering in accordance with this Agreement or (b) as Evolve reasonably determines appropriate to comply with changes in Law, in each case, in a manner that does not materially and disproportionately adversely affect any Member or class of Units as compared to the effect on any other Member or class of Units.
Internal Restructure means, with respect to the Company, any re-formation, conversion, transfer of assets, Transfer by Members of their Units, merger, incorporation, liquidation or other transaction undertaken in a manner that results in the Members or their Affiliates continuing to have substantially the same direct or indirect ownership of the Company’s assets in place prior to the Internal Restructure, and preserves the relative economic interests of the Members or their Affiliates in the Company or any Entity (including an Entity organized under the Laws of a foreign jurisdiction) that succeeds to the Company in such transaction and does not cause adverse tax consequences to any Member.
Internal Restructure has the meaning given to it in Article 1(E). “Knowledge of the Company” means, as it relates to any fact or other matter, the actual knowledge of the individuals set forth on Schedule D, after reasonable inquiry of such fact or matter.