Post-Closing Reorganizations definition

Post-Closing Reorganizations means (i) the distribution or other transfer of Virgin Media Communications and its subsidiaries or a Parent of Virgin Media Communications and its subsidiaries 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 Virgin Media Communications or such Parent will become the direct Subsidiary of the Ultimate Parent or such other direct Subsidiary of the Ultimate Parent, (ii) the issuance by Virgin Media Communications or VM FinanceCo 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 Virgin Media Communications or VM FinanceCo, as the case may be, and/or (iii) the insertion of a new entity as a direct Subsidiary of Virgin Media Communications, which new entity will become a parent of VM FinanceCo.
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Post-Closing Reorganizations means the possible reorganization of the Virgin Group by the Ultimate Parent, which is expected to include: (1) a distribution or other transfer of Virgin Media Communications and its Subsidiaries or a Parent of Virgin Media Communications 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 Virgin Media Communications and its Subsidiaries or such Parent will become the direct Subsidiary of the Ultimate Parent or such other direct Subsidiary of the Ultimate Parent, (2) the issuance by Virgin Media Communications or Virgin Media Finance 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 Virgin Media Communications or Virgin Media Finance, as the case may be, and/or (3) the insertion of a new entity as a direct Subsidiary of Virgin Media Communications, which new entity will become a Parent of Virgin Media Finance.
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Post-Closing Reorganizations means a distribution or other transfer of Ziggo Group Holding B.V. or the Reporting Entity and their Subsidiaries 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 (ii) the issuance by Ziggo Group Holding B.V. or the Reporting Entity 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 by the Ultimate Parent or such first-tier or second-tier Subsidiary of the Ultimate Parent of assets to Ziggo Group Holding B.V. or the Reporting Entity.
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More Definitions of Post-Closing Reorganizations

Post-Closing Reorganizations means the reorganization of the VTR Group by the Ultimate Parent which is expected to include: (1) a distribution or other transfer of the Company and any Affiliate Issuer and their respective Subsidiaries or a Parent of both the Company and any Affiliate Issuer 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 Affiliate Issuer and their respective Subsidiaries or such Parent will become the Subsidiary of the Ultimate Parent or such other Subsidiary of the Ultimate Parent; and/or(2) the issuance by the Company and any Affiliate Issuer 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 any Affiliate Issuer, as the case may be; and/or (3) the insertion of a new entity as a Subsidiary of the Ultimate Parent, which new entity will become a Parent of the Company and any Affiliate Issuer.
Sample 1
Post-Closing Reorganizations means(i) the distribution or other transfer of Virgin Media Communications and its Subsidiaries or a Parent of Virgin Media Communications and its Subsidiaries 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 Virgin Media Communications or such Parent will become the direct Subsidiary of the Ultimate Parent or such other direct Subsidiary of the Ultimate Parent, (ii) the issuance by Virgin Media Communications or VM FinanceCo 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 Virgin Media Communications or VM FinanceCo, as the case may be, and/or (iii) the insertion of a new entity as a direct Subsidiary of Virgin Media Communications, which new entity will become a parent of VM FinanceCo.
Sample 1
Post-Closing Reorganizations means the possible reorganization of the Virgin Group by the Ultimate Parent, which is expected on the Issue Date to include: (i) a distribution or other transfer of Virgin Media Communications and its Subsidiaries or a Parent of Virgin Media Communications 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 Virgin Media Communications and its Subsidiaries or such Parent will become the direct Subsidiary of the Ultimate Parent or such other direct Subsidiary of the Ultimate Parent. (ii) the issuance by Virgin Media Communications or VM FinanceCo of Capital Stock to the Ultimate Parent or a direct Subsidiary of the Ultimate Parent and, as consideration therefore, the assignment by the Ultimate Parent or a direct Subsidiary of the Ultimate Parent of a loan receivable to Virgin Media Communications or VM FinanceCo, as the case may be, and/or (iii) the insertion of a new entity as a direct Subsidiary of Virgin Media Communications, which new entity will become a Parent of VM FinanceCo.
Sample 1
Post-Closing Reorganizations means the possible reorganization of the Virgin Group by the Ultimate Parent, which is expected to include: (1) a distribution or other transfer of Virgin Media Communications and any Affiliate Issuer and their respective Subsidiaries or a Parent of both Virgin Media Communications and any 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 Virgin Media Communications and any Affiliate Issuer and their respective Subsidiaries or such Parent will become the direct Subsidiary of the Ultimate 51 Parent or such other direct Subsidiary of the Ultimate Parent, (2) the issuance by Virgin Media Communications, any Affiliate Issuer or Virgin Media Finance 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 Virgin Media Communications, the Affiliate Issuer or Virgin Media Finance, as the case may be, and/or (3) the insertion of a new entity as a direct Subsidiary of Virgin Media Communications (or Virgin Media Finance, in the case of (2), as applicable), which new entity will become a Parent of Virgin Media Finance.
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Related to Post-Closing Reorganizations

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

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

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

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

  • 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.

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

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

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

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

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • 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.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following: