Organizational Restructuring definition

Organizational Restructuring means any and all actions taken by the Seller or any of its Affiliates pursuant to (and within the scope of) the "Global Reorganization Plan," the "Phoenix Plan (Sales Service Reorganization)" and the "Work Process Redesign Plan," the major elements of which are described in Section 3.17.4 of the Seller's Disclosure Schedule; it being acknowledged and agreed that, for purposes of this Agreement, any such action shall be deemed to have been taken in the Ordinary Course of Business. EXECUTION COPY --------------
Sample 1
Organizational Restructuring. (a) the creation by Holdings of (i) Specified Non-Recourse Holdco, as a direct Wholly Owned Subsidiary, (ii) at the election of Holdings, one or more Intermediate Holding Companies as direct or indirect Wholly Owned Subsidiaries, and (iii) the CCO Parent, as a direct or indirect Wholly Owned Subsidiary of Holdings and each of the Intermediate Holding Companies; and (b) concurrently with the occurrence of the Second Restatement Effective Date, which shall be deemed to occur in the following order: (i) the contribution by Holdings of all of the Equity Interests in each of its direct Subsidiaries (other than the Borrower, Charter Communications Holdings Capital Corporation, the Intermediate Holding Companies, and Specified Non-Recourse Holdco), including, without limitation, the Equity Interests in the Specified Non-Recourse Subsidiaries described in clause (b) of the definition thereof to Specified Non-Recourse Holdco; (ii) the contribution by Holdings of all of the Equity Interests in Specified Non-Recourse Holdco to the Borrower, (iii) the contribution by Holdings of all of the Equity Interests in the Borrower to the CCO Parent, and (iv) the release by the Funding Agent of any security interest granted by Holdings under the Existing Guarantee and Collateral Agreement.
Sample 1
Organizational Restructuring means significant changes in duties and responsibilities associated with the positions in a department or office. In such a reorganization, incumbents shall be displaced by applying reduction in force procedures.
Sample 1Sample 2

Examples of Organizational Restructuring in a sentence

  • Exercise period of Share Options Starting from the later of either the first date of the exercise period of Share Options as stipulated in (6) above or the date on which the Organizational Restructuring becomes effective and ending on the expiration date for the exercise of Share Options as stipulated in (6) above.

  • Exercise period of Share Options Starting from the later of either the first date of the exercise period of Share Options as stipulated in (6) above, or the date on which the Organizational Restructuring becomes effective and ending on the expiration date for the exercise of Share Options as stipulated in (6) above.

  • G&A allocations presented herein exclude non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs.

  • Transaction and Organizational Restructuring Costs are general and administrative expenses.

  • Exercise period of Subscription Rights to Shares Starting from the later of either the first date of the exercise period of Subscription Rights to Shares as stipulated in (6) above, or the date on which the Organizational Restructuring becomes effective and ending on the expiration date for the exercise of Subscription Rights to Shares as stipulated in (6) above.

  • Period during which Share Warrants May be Exercised A period during which Share Warrants may be exercised shall be from either a commencement date of a period during which the Share Warrants provided in (5) above may be exercised or a date on which Organizational Restructuring Action becomes effective, whichever comes later, to a date on which a period in which the Share Warrants provided in (5) above may be exercised is expired.

  • Restriction on acquisition of Subscription Rights to Shares by transfer Acquisition of Subscription Rights to Shares by transfer shall be subject to the approval of the Board of Directors of the Company under Organizational Restructuring (or by the majority decision of directors if such company is not a company with board of directors).

  • Exercise period of stock acquisition rights Starting from the later of either the first date of the exercise period of stock acquisition rights as stipulated in (6) above, or the date on which the Organizational Restructuring becomes effective and ending on the expiration date for the exercise of Stock acquisition rights as stipulated in (6) above.

  • Handling of Allocated Shares under Organizational Restructuring, etc.

  • Number of shares of the Restructured Company to be issued upon the exercise of share purchase warrants To be decided upon application, mutatis mutandis, of item (1) above, taking into consideration the terms and conditions of the Organizational Restructuring, and so on.

Related to Organizational Restructuring

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

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

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization entered into prior to, on or after the date hereof so long as such Permitted Tax Restructuring is not materially adverse to the holders of the Notes (as determined by the Company in good faith).

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

  • Organizational Unit means a Laboratory School or any

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

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • 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.

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

  • Organizational Documents means, with respect to any Person (other than an individual), (a) the certificate or articles of association or incorporation or organization or limited partnership or limited liability company, and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all bylaws, regulations and similar documents or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

  • Restructuring has the meaning set forth in the Recitals.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

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

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

  • Formation means an assemblage of earth materials grouped together into a unit that is convenient for description or mapping.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Parent Organizational Documents means the certificate of incorporation, bylaws (or equivalent organizational or governing documents), and other organizational or governing documents, agreements or arrangements, each as amended to date, of each of Parent and Acquisition Sub.

  • Organizational Expenses has the meaning set forth in Section 4.2(b).

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • Educational organization means a nonprofit public or private elementary or

  • New Organizational Documents means the documents providing for corporate governance of New Valaris Holdco and the Reorganized Debtors, including charters, bylaws, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, consistent with section 1123(a)(6) of the Bankruptcy Code (as applicable).

  • Fraternal organization means an organization, except a school fraternity, which is a

  • 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.

  • Parent organization means the entity named in Item I. of the Policy Declarations.