Organizational Restructuring definition

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.
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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 --------------
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Examples of Organizational Restructuring in a sentence

  • The number shall be determined in accordance with conditions for Organizational Restructuring and in accordance with 3.

  • No vote or approval of the stockholders of the Seller is required for the Seller to enter into and deliver this Agreement or the Ancillary Agreements or for the Seller to consummate the transactions contemplated hereby (including the Reorganization and the Organizational Restructuring).

  • The Company has no reason to believe that, upon the consummation of the Organizational Restructuring, it will not be able to obtain insurance coverage similar to that possessed by the Subsidiaries as of the date hereof from a reputable insurer or insurers at a cost that would not materially and adversely affect the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and the Subsidiaries considered as one enterprise.

  • The shares of Common Stock to be issued in connection with the Organizational Restructuring have been duly authorized and, upon completion of the Organizational Restructuring as described in the Registration Statement and Prospectus, will be validly issued, fully paid, and non-assessable when issued as contemplated by the Transfer Agreements and shall not be subject to any preemptive or similar rights.

  • The Purchasers agree to reimburse the Seller for all costs incurred by the Seller and its Affiliates pursuant to the Seller's severance pay plan and practices through the Closing as a result of implementing the Organizational Restructuring program; provided, that such reimbursements in EXECUTION COPY -------------- the aggregate shall not exceed 125% of the aggregate projected Severance Benefits set forth in Section 3.17.4 of the Seller's Disclosure Schedule.

  • The Seller has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby (including the Reorganization and the Organizational Restructuring).

  • Each transaction comprising the Organizational Restructuring shall have been completed according to the terms of Transfer Agreements.

  • During the period from December 31, 2002 to and including the Second Restatement Effective Date, there has been no Disposition by Holdings (except as contemplated by the Organizational Restructuring), the CCO Parent, the Borrower or any of its Subsidiaries of any material part of its business or property.

  • The Seller covenants and agrees that, from and after the date hereof until the Closing, except as otherwise expressly contemplated by this Agreement (including with respect to the Reorganization or the Organizational Restructuring), and except as EXECUTION COPY -------------- set forth on Section 5.3A of the Seller's Disclosure Schedule, it shall, and shall cause its Subsidiaries to, conduct the Water Business and the businesses of the Transferred Subsidiaries only in the Ordinary Course of Business.

  • All conditions precedent to the obligations of the Company to consummate the Organizational Restructuring have been satisfied or waived as of the date hereof.