Post-Closing Reorganization means the possible reorganization by the Ultimate Parent of its group following the Issue Date, which is expected to include (1) a distribution or other transfer of Unitymedia KabelBW and its Subsidiaries or a Parent of Unitymedia KabelBW to the Ultimate Parent or a first-tier or second-tier Subsidiary of the Ultimate Parent through one or more mergers, transfers, consolidations or other similar transactions, and/or (2) the issuance by Unitymedia KabelBW of Capital Stock to the Ultimate Parent or a first-tier or second-tier Subsidiary of the Ultimate Parent and, as consideration therefor, the assignment or transfer LO\4888399.5by the Ultimate Parent or such first-tier or second-tier Subsidiary of the Ultimate Parent of assets to Unitymedia KabelBW.
Examples of Post-Closing Reorganization in a sentence
As a result of the Post-Closing Reorganization, NXP will either be liquidated or become wholly owned by Purchaser.
A more complete description of the NXP Board's reasons for authorizing and approving the Purchase Agreement and the transactions contemplated thereby, including the Offer, the Asset Sale and the Post-Closing Reorganization, is set forth in NXP's Solicitation/Recommendation Statement on Schedule 14D-9 that is being furnished to NXP shareholders in connection with the Offer.
As part of the Post-Closing Reorganization, BioMarin Falcons may complete the Asset Sale, followed by the dissolution and liquidation, each as described below, which may include, at Parent's request, the amendment of the Articles of Association of Prosensa to permit the creation, among other things, of separate classes of shares of Prosensa.
Purchaser may, alternatively, commence a statutory buy-out of Shares from any remaining minority shareholder in accordance with the Statutory Buy-Out Proceedings described below, or if Parent determines that it is not reasonably practicable to consummate the Post-Closing Reorganization by means of an Asset Sale or a statutory buy-out of Shares, subject to the prior approval of the Independent Directors, any other measure constituting a Post-Closing Reorganization.
The Purchase Agreement requires that in connection with an alternative Post-Closing Reorganization, including Statutory Buy-Out Proceedings, Purchaser must offer holders of Shares (or such holders must otherwise receive) the Offer Price (without interest and less any applicable withholding taxes) for each Share held by such holder.