As promptly as reasonably practicable after the Effective Date, Parent will cause the Luxco Reorganization to be completed, and 50 Parent will, and will cause its applicable Subsidiaries to, execute all such instruments, assignments, documents and other agreements necessary to effect the Luxco Reorganization.
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-Closing Reorganization has the meaning set forth in the Recitals.
Common Share Reorganization has the meaning set forth in Section 4.1;
Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);
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.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Reorganization Transactions shall have the meaning set forth in the recitals.
Reorganization Securities has the meaning set forth in Section 6.9 hereof.
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 Event has the meaning specified in Section 5.6(b).
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.
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.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Capital Stock Sale Proceeds means the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or the Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, initial purchasers’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as a result thereof.
Reorganization Agreement has the meaning set forth in the recitals.
Company Merger shall have the meaning given in the Recitals.
Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
First Merger shall have the meaning given in the Recitals hereto.
Sale Transaction has the meaning set forth in Section 3(a).
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.