LMFIC Reorganization definition

LMFIC Reorganization means the proposed reorganization of LMFIC to a Massachusetts stock property and casualty insurance company that is a subsidiary of Liberty Mutual Holding Company and such other transactions as are contemplated by LMFIC's plan of reorganization.
Sample 1
LMFIC Reorganization shall refer to the reorganization of LMFIC pursuant to §175:19T of the Massachusetts General Laws with Liberty Mutual Holding Company.
Sample 1

Examples of LMFIC Reorganization in a sentence

  • As soon as practicable after the date hereof, each of Liberty Mutual Holding Company and LMFIC shall apply for or obtain any necessary consent, satisfaction, or approval of the Commissioner, for, regarding, or of the LMFIC Reorganization and Combination.

  • Except for the approval of this Agreement by the affirmative vote of no less than two-thirds of the votes cast by members of Liberty Mutual Holding Company entitled to vote on the LMFIC Reorganization, no other corporate proceedings on the part of Liberty Mutual Holding Company are necessary to authorize this Agreement and the transactions contemplated hereby.

  • The closing of the Combination (the "Clos- ing") will take place simultaneously with the closing of the LMFIC Reorganization or as soon thereafter as is reasonably practicable, at 10:00 a.m. at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Beacon Street, Boston, Massa- chusetts or such other location mutually agreed to by the parties, on a date to be specified by the parties (the "Closing Date").

  • Each of Liberty Mutual Holding Company and LMFIC shall use its reasonable efforts to secure such consent, satisfaction, or approval of the Commissioner, for, regarding or of the LMFIC Reorganization and Combination.

  • Except for the approval of this Agreement by the affirmative vote of no less than two-thirds of the votes cast by members of LMFIC entitled to vote on the LMFIC Reorganization, no other corpo- rate proceedings on the part of LMFIC are necessary to authorize this Agreement and the transactions contemplated hereby.

  • Each of the parties shall cooperate with each other by furnishing any additional information and executing and delivering any additional documents as may be reasonably requested by the other party to further perfect or evidence the consummation of, or otherwise implement, the LMFIC Reorganization and Combi- nation.

  • CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE RESTRUCTURING, THE MHC MERGER ANDTHE LMFIC REORGANIZATION The following is a general discussion of certain U.S. federal income tax consequences of the Restructuring, the MHC Merger and the LMFIC Reorganization.

  • The members of Liberty Mutual Holding Company on the effective date of the LMFIC Reorganization will not have their Equity Rights in Liberty Mutual Holding Company extinguished or replaced pursuant to the LMFIC Reorganization and, therefore, will not recognize gain or loss for U.S. federal income tax purposes.

  • The LMFIC Reorganization is intended to qualify as a reorganization under section 368(a) of the Code.

  • Accordingly, each Member is urged to consult his or her own tax advisor regarding the specific tax consequences of the Restructuring, the MHC Merger and the LMFIC Reorganization that may be applicable, including the reporting requirements, the applicability of federal, state, local and foreign tax laws and the effects of any changes in tax laws or regulations.

Related to LMFIC Reorganization

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • 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.

  • 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.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • Business Combination Transaction means:

  • Company Merger shall have the meaning given in the Recitals.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Reverse Split has the meaning set forth in Section 5.21.

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).