Lacrosse Entities Reorganization. ’ means the reorganization of the Company’s lacrosse operating entities and holding bodies, including Cascade Helmets Holdings, Inc. and Maverik Lacrosse LLC, which was completed on December 31, 2012.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.
Acquisition Subsidiary has the meaning specified in Section 7.14.
Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.
Reorganization Plan means a plan of reorganization in any of the Cases.
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.
Reorganization Transactions shall have the meaning set forth in the recitals.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.
Constituent entity means a merging entity or a surviv- ing entity in a merger.
Constituent Documents means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.
Parent Organizational Documents means the certificate of incorporation, bylaws (or equivalent organizational or governing documents), and other organizational or governing documents, agreements or arrangements, each as amended to date, of each of Parent and Acquisition Sub.
Community Charter means the Community Charter, S.B.C. 2003, c. 26, as may be amended or replaced from time to time;
Transaction Parties As defined in Section 5.3(o).
Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.
Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.
Blocker has the meaning set forth in the preamble.
Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.
MergerSub has the meaning set forth in the Preamble.
Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
SCC means the Special Conditions of Contract.
AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.
Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.