Post-Closing Reorganization means the possible reorganization by the Ultimate Parent of its group, which is expected to include (1) a distribution or other transfer of the Company, any Permitted Affiliate Parent and their respective Subsidiaries or a Parent of both the Company and any Permitted Affiliate Parent to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent through one or more mergers, transfers, consolidations or other similar transactions such that the Company and any Permitted Affiliate Parent and their respective Subsidiaries or such Parent will become the direct Subsidiary of the Ultimate Parent or such other direct Subsidiary of the Ultimate Parent, and/or (2) the issuance by the Company and any Permitted Affiliate Parent of Capital Stock to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent and, as consideration therefor, the assignment by the Ultimate Parent or a direct Subsidiary of the Ultimate Parent of a loan receivable to the Company or a Permitted Affiliate Parent, as the case may be, and/or (3) the insertion of a new entity as a direct Subsidiary of Unitymedia, which new entity will become a Parent of the Company.
Post-Closing Reorganization means the internal reorganization of the Company and its Subsidiaries as described on Schedule 1.01 hereto.
Post-Closing Reorganization means the reorganization transactions disclosed to the Administrative Agent prior to the Closing Date resulting in a corporate structure substantially in the form set forth in Schedule 5.15(B) hereto, with such changes as are not adverse to the Lenders in any material respect.
Examples of Post-Closing Reorganization in a sentence
Subject to the terms of this Agreement and the Approval and Vesting Order, Clearbeach and the Purchaser shall effect, and shall cause to be effected, the Post-Closing Reorganization.
More Definitions of Post-Closing Reorganization
Post-Closing Reorganization means the possible reorganization of LiLAC Communications and LiLAC Ventures and their Subsidiaries by the Ultimate Parent, which at the option of the Company, may include: (1) a distribution or other transfer of the Company and any Permitted Affiliate Parent and their respective Subsidiaries or a Parent of both the Company and any Permitted Affiliate Parent to the Ultimate Parent or another Subsidiary of the Ultimate Parent through one or more mergers, transfers, consolidations or other similar transactions such that the Company and any Permitted Affiliate Parent and their respective Subsidiaries or such Parent will become the Subsidiary of the Ultimate Parent or such other Subsidiary of the Ultimate Parent, (2) the issuance by the Company or any Permitted Affiliate Parent of Capital Stock to the Ultimate Parent or another Subsidiary of the Ultimate Parent and, as consideration therefor, the assignment by the Ultimate Parent or a Subsidiary of the Ultimate Parent of a loan receivable to the Company or a Permitted Affiliate Parent, as the case may be, (3) the insertion of a new entity as a Subsidiary of the Ultimate Parent, as applicable, which new entity will become a Parent of the Company and/or (4) a distribution or transfer of the Company or a Parent of the Company to another Parent of the Company, or of a Parent of the Company to the Company or another Parent of the Company (which may include, in each case, through one or more mergers, transfers, consolidations or similar transactions) or the merger, transfer, consolidation, or similar transaction of the Company or a Parent of the Company with or into another Parent of the Company or the Company, as the case may be.
Post-Closing Reorganization means the possible reorganization of the LiLAC Communications and LiLAC Ventures and their Subsidiaries by the Ultimate Parent, which is expected to include: (i) a distribution or other transfer of the Company and the Affiliate Issuer and their respective Subsidiaries or a Parent of both the Company and the Affiliate Issuer to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent through one or more mergers, transfers, consolidations or other similar transactions such that the Company and the Affiliate Issuer and their respective Subsidiaries or such Parent will become the direct Subsidiary of the Ultimate Parent or such other direct Subsidiary of the Ultimate Parent, and/or(ii)the issuance by the Company and the Affiliate Issuer of Capital Stock to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent and, as consideration therefor, the assignment by the Ultimate Parent or a direct Subsidiary of the Ultimate Parent of a loan receivable to the Company or the Affiliate Issuer, as the case may be, and/or (iii) the insertion of a new entity as a Subsidiary of LiLAC Communications and/or LiLAC Ventures, as applicable, which new entity will become a Parent of the Company.
Post-Closing Reorganization means the possible reorganization of the CWC Group by the Ultimate Parent, which at the option of the Company, may include: (1) a distribution or other transfer of the Company and any Permitted Affiliate Parent and their respective Subsidiaries or a Parent of both the Company and any Permitted Affiliate Parent to the Ultimate Parent or another Subsidiary of the Ultimate Parent through one or more mergers, transfers, consolidations or other similar transactions such that the Company and any Permitted Affiliate Parent and their respective Subsidiaries or such Parent will become the Subsidiary of the Ultimate Parent or such other Subsidiary of the Ultimate Parent, (2) the issuance by the Company or any Permitted Affiliate Parent of Capital Stock to the Ultimate Parent or another Subsidiary of the Ultimate Parent and, as consideration therefor, the assignment by the Ultimate Parent or a Subsidiary of the Ultimate Parent of a loan receivable to the Company or a Permitted Affiliate Parent, as the case may be, (3) the insertion of a new entity as a Subsidiary of the Ultimate Parent, as applicable, which new entity will become a Parent of the Company and/or (4) a distribution or transfer of the Company or a Parent of the Company to another Parent of the Company, or of a Parent of the Company to the Company or another Parent of the Company (which may include, in each case, through one or more mergers, transfers, consolidations or similar transactions) or the merger, transfer, consolidation, or similar transaction of the Company or a Parent of the Company with or into another Parent of the Company or the Company, as the case may be.
Post-Closing Reorganization means the transactions separately disclosed to the Administrative Agent and the Lenders prior to the Second Restatement Effective Date.
Post-Closing Reorganization means the possible reorganization of the LiLAC Communications and LiLAC Ventures and their Subsidiaries by the Ultimate Parent, which is expected to include: (1) a distribution or other transfer of the Company and any Permitted Affiliate Parent and their respective Subsidiaries or a Parent of both the Company and any Permitted Affiliate Parent to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent through one or more mergers, transfers, consolidations or other similar transactions such that the Company and any Permitted Affiliate Parent and their respective Subsidiaries or such Parent will become the direct Subsidiary of the Ultimate Parent or such other direct Subsidiary of the Ultimate Parent, and/or (2) the issuance by the Company and any Permitted Affiliate Parent of Capital Stock to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent and, as consideration therefor, the assignment by the Ultimate Parent or a direct Subsidiary of the Ultimate Parent of a loan receivable to the Company or a Permitted Affiliate Parent, as the case may be, and/or (3) the insertion of a new entity as a Subsidiary of LiLAC Communications and/or LiLAC Ventures, as applicable, which new entity will become a Parent of the Company.
Post-Closing Reorganization means the possible reorganization that is expected to include (i) a distribution or other transfer of Ziggo Group Holding B.V. or the Reporting Entity and their Subsidiaries to Liberty Global or a first-tier or second-tier Subsidiary of Liberty Global through one or more mergers, transfers, consolidations or other similar transactions, and/or (ii) the issuance by Ziggo Group Holding B.V. or the Reporting Entity of Capital Stock EXHIBIT H to Liberty Global or a first-tier or second-tier Subsidiary of Liberty Global and, as consideration therefor, the assignment or transfer by Liberty Global or such first-tier or second-tier Subsidiary of Liberty Global of assets to Ziggo Group Holding B.V. or the Reporting Entity.
Post-Closing Reorganization means the possible reorganization that is expected to include (i) a distribution or other transfer of Ziggo Group Holding