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 means (i) any internal restructuring (including by making or revoking any election under Treasury Regulations Section 301.7701-3) involving SpinCo or any of its subsidiaries or (ii) 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 and Distribution Agreement.
Examples of Internal Restructuring in a sentence
Other than the Merger, each of the Company and SpinCo represents and warrants that it is not aware of the existence of any reason, nor has it taken or agreed to take any action, that would reasonably be expected to prevent or impede the Transactions and the Specified U.S. Internal Restructuring Transactions from qualifying for the Intended U.S. Tax Treatment described in clause (a) of the definition thereof.
Without limiting any other provision hereof, at or prior to the Distribution Effective Time (subject to Section 2.4), each of the Company and SpinCo has taken or will take, and has caused or will cause each member of its Group to take, such actions as are reasonably necessary to consummate or evidence the Internal Restructuring.
More Definitions of Internal Restructuring
Internal Restructuring has the meaning set forth in the Recitals of this Agreement.
Internal Restructuring has the meaning set forth in Schedule B.
Internal Restructuring has the meaning set forth in the recitals hereto.
Internal Restructuring has the meaning set forth in Section 6.01(e).
Internal Restructuring has the meaning set forth in Exhibit [B].4
Internal Restructuring shall have the meaning set forth in the Distribution Agreement.
Internal Restructuring means the transactions and arrangements set forth in Schedule 2.1, as may be amended from time to time by KAR in its sole discretion.