Merger reorganization definition

Merger reorganization means a merger pursuant to Chapter 11 (commencing with Section 1100) of Division 1 and Chapter 8 (commencing with Section 3200), of this division, other than a short-form merger.
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Examples of Merger reorganization in a sentence

  • This Agreement and the rights and obligations of the Company and the Warrant Holders hereunder shall not be terminated by any of the following events: Merger, reorganization or consolidation of the Company; The transfer of all or substantially all of the assets of Company; or The voluntary or involuntary dissolution of the Company.

  • Vice-Mayor Mikes stated that he wanted the County to cooperate on drainage and provide a special drainage system.

  • They insisted that “there are no present plans or proposals that relate to or would result in an extraordinary corporate transaction involving [JA Solar’s] corporate structure, business, or management, such as a Merger, reorganization .

  • The component that actually performs the intensification process in a NVG.

  • Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude professional services fees and other costs paid in relation to the Merger, reorganization fresh-start accounting, the Chapter 11 Cases and government grants related to the Company’s fixed wing services.

  • At present, choosing the proper scope of a particular semantic community and its vocabulary is more of an art than a science.

  • Furthermore, in determining net assets immediately before the Merger, reorganization costs incurred but not yet paid would result in an additional liability reducing the net assets prior to the merger, in which case the payment of the liabilities would not result in a reduction of the net assets.

  • Asset Transfer, dissolution, liquidation or winding up is expected to become effective and the date before which the Preferred Majority must elect for Section 3(h) lo apply, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such Merger, reorganization, reclassification, transfer.

  • Clear firing but no reason directly provided or suggested D.) Left suddenly with no reason providedE.) Merger, reorganization, or corporate restructuring-related.

  • The Parties hereby agree and acknowledge that for U.S. federal income tax purposes, the Domestication and the Merger are intended to qualify as a “reorganization” as described in Section 368(a) of the Code; and Purchaser Merger Sub, Seller Merger Sub and the Purchaser be parties to such Merger reorganization within the meaning of Section 368(b) of the Code.

Related to Merger reorganization

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

  • 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.

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

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

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • 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.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.

  • Merger has the meaning set forth in the Recitals.

  • Mergers has the meaning set forth in the Recitals.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Bank Merger has the meaning set forth in Section 1.03.

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

  • 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.

  • Second Merger has the meaning set forth in the Recitals.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;