Internal Restructuring definition

Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

Internal Restructuring shall have the meaning set forth in the Separation Agreement.

Internal Restructuring has the meaning set forth in the Recitals of this Agreement.

Examples of Internal Restructuring in a sentence

• SpinCo shall provide written notice to Parent describing any Internal Restructuring proposed to be taken during or with respect to any Tax Period (or portion thereof) beginning after the Distribution Date and ending on or prior to the two-year anniversary of the Distribution Date and shall consult with Parent regarding any such proposed actions reasonably in advance of taking any such proposed actions and shall consider in good faith any comments from Parent relating thereto.

• Transfer Taxes (other than those attributable to the Internal Restructuring) shall be allocated to SpinCo. Any Transfer Taxes attributable to the Internal Restructuring shall be allocated to Parent.

• At or prior to the Effective Time, the Parties shall complete the Internal Restructuring, except for such steps (if any) as KAR in its sole discretion shall have determined need not be completed or may be completed after the Effective Time.

• Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, a portion of which may have been implemented prior to the date hereof, including the completion of the Internal Restructuring.

• SpinCo shall not engage in, cause or permit any Internal Restructuring during or with respect to any Tax Period (or portion thereof) ending on or prior to the Distribution Date without obtaining the prior written consent of Parent (such prior written consent not to be unreasonably withheld).

More Definitions of Internal Restructuring

Internal Restructuring has the meaning set forth in Schedule B.

Internal Restructuring means (a) any internal restructuring (including by making or revoking any election under Treasury Regulations Section 301.7701-3) involving SpinCo and/or any of its subsidiaries or (b) any direct or indirect contribution, sale or other transfer by SpinCo to any of its subsidiaries of any of the assets contributed or transferred to SpinCo as part of the Contribution or pursuant to the Separation Agreement.

Internal Restructuring has the meaning set forth in Exhibit [B].4

Internal Restructuring has the meaning set forth in the recitals hereto.

Internal Restructuring shall have the meaning set forth in the Distribution Agreement.

Internal Restructuring has the meaning set forth in Section 6.01(e).

Internal Restructuring means the transactions described in the Step-Plan, other than the Contribution and the Distribution and the transactions undertaken (or to be undertaken) subsequent to the Distribution, including the Monetization Transactions.