Post-Closing Restructuring Transactions definition

Post-Closing Restructuring Transactions means, collectively, the internal restructuring transactions to be undertaken by the U.S. Borrower and its Restricted Subsidiaries concurrently with, or within the 12-month period following, the Closing Date, including (i) transfers of (x) any assets of any direct or indirect Foreign Subsidiary of the Acquired Business or (y) the Equity Interests of any direct or indirect Foreign Subsidiary of the Acquired Business from the Acquired Business or any U.S. Subsidiary thereof to, in the case of clause (x) or (y), Foreign Subsidiaries (direct or indirect) of the U.S. Borrower, (ii) the formation of a new European holding company as an indirect wholly-owned subsidiary of the U.S. Borrower and the contribution of some or all of the U.S. Borrower’s direct or indirect Foreign Subsidiaries (including, following the Closing Date, the direct and indirect foreign subsidiaries of the Acquired Business) to such entity, (iii) any related incurrence of intercompany Indebtedness (which shall be Subordinated Indebtedness if owed by a U.S. Loan Party to a Foreign Subsidiary) and any related intercompany transactions that the U.S. Borrower deems reasonably necessary or beneficial in connection therewith. The pro forma summary corporate structure chart, after giving effect to the Post-Closing Restructuring Transactions, is set forth on Schedule 1.01(h).
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Post-Closing Restructuring Transactions means the restructuring transactions described in the Post-Closing Restructuring Certificate
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Post-Closing Restructuring Transactions means, collectively, the transactions pursuant to which the BR Borrower and its Subsidiaries restructure their organization which will result in the corporate organizational structure as set forth on Schedule III.
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Examples of Post-Closing Restructuring Transactions in a sentence

  • Holdings shall not (a) consummate any Disposition of the Capital Stock of the Specified Subsidiaries other than pursuant to the Post-Closing Restructuring Transactions, (b) permit, incur, assume or suffer to exist any Liens on any Capital Stock of Borrower or any Specified Subsidiary and (c) consummate any Disposition of the Capital Stock of Borrower (including any Disposition by virtue of issuance of Capital Stock of Borrower).

  • Borrower will not, nor will it permit any of its direct or indirect Subsidiaries to, enter into any transaction with any of its employees, directors or any Affiliate, other than (x) payments permitted pursuant to paragraph (vi) above and (y) the consummation of the Post-Closing Restructuring Transactions in accordance with the terms hereof.

  • Except for the issuance or sale of Qualified Equity Interests of Parent and the issuances or sales of Equity Interests by a Loan Party to another Loan Party pursuant to the Post-Closing Restructuring Transactions, issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests.


More Definitions of Post-Closing Restructuring Transactions

Post-Closing Restructuring Transactions means (a) on or prior to the date that is five (5) Business Days after the Closing Date, the transfer of any and all assets of Holdings and its Subsidiaries associated with the Point of Care business (including as the Point of Care business is described in Holdings’ most current 10-Q filed prior to the date hereof), including any mobile processing units and labs held by Holdings, to Borrower and/or one or more of its Subsidiaries that are Loan Parties, (b) on or prior to the date that is twenty-five (25) days after the Closing Date, Holdings shall contribute or otherwise transfer to Borrower all of the Capital Stock of each of Orgenesis Korea Co. Ltd. and Orgenesis Germany GmbH and (c) on or prior to the date that is twenty-five (25) days after the Closing Date, Borrower shall form Orgenesis Belgium Services as a direct Subsidiary of Borrower and shall transfer assets and liabilities from Orgenesis Belgium SRL to Orgenesis Belgium Services in a manner consistent with the pro forma balance sheet for Orgenesis Belgium SRL provided by Borrower to Lender on August 11, 2022 (in each case, or such later date as expressly permitted in writing by Lender in its discretion).
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Post-Closing Restructuring Transactions means, collectively, the transactions pursuant to which the Parent and its Subsidiaries restructure their organization which will result in the corporate organizational structure as set forth on Schedule III.
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Related to Post-Closing Restructuring Transactions

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

  • 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.

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

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • 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 Transactions means the transactions contemplated by the Acquisition Agreement.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

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

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

  • 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.

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Excluded Transactions means:

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

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

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

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.