Lux Reorganization definition

Lux Reorganization means the corporate organization by virtue of which (A) ITO was converted from a sociedad limitada under Spanish law into a sociedad anónima under Spanish law, (B) the Sellers incorporated the Company as a corporation under the laws of the Grand Duchy of Luxembourg, (C) contributed their respective shareholdings in ITO into the Company (except for RW Parallel B, RW CP, RW Parallel A., FTV III. and FTV IIIN, which contributed into the Company their respective participations in ITO Holdings and RW Holdings themselves shareholders of ITO), implemented through a Contribution Agreement dated December 5, 2012, a copy of which is attached hereto as Schedule 8.16.(a), and as a result of which the Company owns, directly or indirectly, 100% of the capital stock and voting rights of the Globant Subsidiaries, as shown in the organizational chart attached hereto as Schedule 8.16.(b), and (D) the Company assumed obligations and liabilities of ITO.
Sample 1Sample 2

Examples of Lux Reorganization in a sentence

  • No Employee Benefit Plan provides severance, other termination-related benefits, or an acceleration of rights contingent upon the consummation of the Transactions contemplated under this Agreement or the Lux Reorganization and none of the Company and the Globant Subsidiaries has maintained or contributed to any Employee Benefit Plan that is a “defined benefit plan” or that provides retiree or self-funded welfare benefits.

Related to Lux Reorganization

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

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

  • 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.

  • 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.

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

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

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

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

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

  • 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.

  • 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.

  • 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 Agreement has the meaning set forth in the recitals.

  • Business Combination Transaction means:

  • 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.

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

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • 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.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • 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.