Pending Reorganization definition

Pending Reorganization means the integration and legal rationalization project by the Acquired Companies currently in progress as of the date hereof, which includes, among other things, the reorganization, formation, merger, liquidation and/or dissolution of certain Subsidiaries of the Company, the transfer of employees of the Company and its Subsidiaries among various Subsidiaries and the transfer of assets and liabilities among various Subsidiaries of the Company.
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Pending Reorganization means the several transactions among the Company and North Star Universal, Inc., a Minnesota corporation, and its affiliates, all substantially as described in the Memorandum.
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Pending Reorganization means the merger of NSU Merger Co. with and into Old Michxxx, xxe transfer by NSU of certain of its assets and liabilities to ENStar, Inc., and the distribution of the stock of ENStar, Inc. to the shareholders of NSU as more fully described in the proxy statement of the Company dated November 26, 1996.
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Examples of Pending Reorganization in a sentence

  • No Election in Component Districts Pending Reorganization Whenever a school district has been wholly absorbed into one or more other districts and continues in existence as a district until the reorganization in which it has been included is effective for all purposes and a governing board member election is otherwise required to be held prior to such effective date of the reorganization, no such election shall be held.

  • Items acquired using federal monies shall be physically marked by source of funding and acquisition date.

  • Stage 1: Protection of the Defaulting Debtor Pending Reorganization Rule: Unless lifted pursuant to BKC § 362(d), the stay of an act against property continues until the property is no longer in the BK estate.

  • Drilling in Alaska And Pending Reorganization Of The Minerals Management Service.

  • Pending Reorganization of Article 2, Title 19Clancy Johnson reports that she is on a committee producing summary materials on the reorganization and will share that info with this committee.

  • Stage One: Protection of the Defaulting Debtor Pending Reorganization 1112B.

Related to Pending Reorganization

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

  • Corporate Reorganization means any change in the legal existence of any Obligor (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

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

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

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

  • 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.

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

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

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

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

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

  • 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.

  • 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.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Reorganization Agreement has the meaning set forth 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.

  • Reverse Split has the meaning set forth in Section 5.21.

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

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Mergers has the meaning set forth in the Recitals.

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

  • Business Combination Transaction means:

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • 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.