MOI Reorganization definition

MOI Reorganization means (a) that certain internal reorganization involving MOI, MIL and MGL pursuant to which MIL will transfer to MOI all of the equity interests, directly or indirectly, owned by MIL in MGL, constituting 100% of MGL’s equity interests, and (b) an entity conversion of MOI pursuant to which MOI converts (by statutory conversion or conversion merger) from a Louisiana S corporation into a limited liability company organized under the laws of a jurisdiction acceptable to SLH that will be treated as a “flow-through” entity for income tax purposes; provided that such entity conversion described in this clause (b) shall be (A) consummated in a manner acceptable to SLH and (B) consummated prior to the Closing and immediately following the transfer to the Liquidating Trustee (as defined in the Plan) of the Liquidating Trust Assets (as defined in the Plan) (other than the Liquidating Trust Asset that is the Liquidating Trustee’s right to payments in respect of Annual Free Cash Flow Payments (as defined in the Plan), if any, and Net Cash Proceeds (as defined in the Plan), if any, which such right shall be transferred to the Liquidating Trustee upon the occurrence of the Closing).
MOI Reorganization means that certain internal reorganization involving MGL pursuant to which MIL will transfer to MOI all of the equity interests, directly or indirectly, owned by MIL in MGL, the consummation of such transfer to be in full payment and satisfaction of each of the MIL-MOI Loan and the Shareholder-MOI Loan.

Related to MOI 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.

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

  • 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.

  • 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.

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

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

  • 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.

  • 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.

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

  • 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.

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

  • 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:

  • 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.

  • 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.

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

  • Mergers has the meaning set forth 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.

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