Post-Merger Restructuring definition

Post-Merger Restructuring means the contribution of the stock of AcquisitionCo by Flow PubCo to FIFSA, by FIFSA to FSarl, by FSarl to FIFH, and by FIFH to FIFG. The terms used herein shall have the meaning set forth in Schedule 2.2(a) of the Separation Agreement.
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Post-Merger Restructuring means the consolidation of any non-Obligor Lonmin entities, provided that it shall not have a Material Adverse Effect, no Default or Event of Default would occur as a result of such transaction;
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Examples of Post-Merger Restructuring in a sentence

  • As soon as practicable following the Effective Time, to the extent permitted by applicable law, Parent and Liberty Media shall cause the Post-Merger Restructuring Transactions described in Exhibit 2.6, as the same may be modified or amended by mutual agreement of the parties, to be consummated.

  • Liberty covenants and agrees that it shall not take (and shall use commercially reasonable efforts to cause Parent not to take), and that it shall cause Liberty's subsidiaries not to take (including, in the case of Liberty following the consummation of the Post-Merger Restructuring Transactions, that it shall cause the Surviving Corporation not to take) any action that would cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Code.Agreement.

  • Each of the Company and Liberty covenants and agrees that it shall not take, and that it shall cause its respective subsidiaries not to take (including, in the case of Liberty following the consummation of the Post-Merger Restructuring Transactions, that it shall cause the Surviving Corporation not to take) any action that would cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Code.

  • As soon as practicable following the Effective Time, to the extent permitted by applicable law, Parent and Liberty shall cause the Post-Merger Restructuring Transactions to be consummated, as described in Exhibit 1.1, as the same may be modified or amended by mutual agreement of the parties hereto.

  • Immediately following the Post-Merger Restructuring Transactions, the Surviving Corporation and Liberty will enter into a convertible debt facility agreement in such form as the Surviving Corporation and Liberty shall mutually agree, consistent with the terms and conditions set forth in this Section 2.9 (the "Convertible Debt Facility Agreement").

  • To the extent permitted by applicable Law, Parent and Liberty shall cause the Post-Merger Restructuring Transactions to be consummated as soon as reasonably practicable following the effectiveness of the Merger, as described in Exhibit 7.13, as the same may be modified or amended by mutual agreement of the parties.

  • As soon as reasonably practicable following the effectiveness of the VSC Merger, each of LMC and AT&T shall use all reasonable efforts to engage in the Post-Merger Restructuring Transactions, in each case, to the extent then permitted by law.

  • The goal is to minimize the total number of notes and coins dispensed.

  • As soon as reasonably ------------------------- practicable following the effectiveness of the Soundelux Merger, each of LMC and AT&T shall use all reasonable efforts to engage in the Post-Merger Restructuring Transactions, in each case, to the extent then permitted by law.

  • As soon as reasonably ------------------------- practicable following the effectiveness of the Ascent Merger, each of LMC and AT&T shall use all reasonable efforts to engage in the Post-Merger Restructuring Transactions.

Related to Post-Merger Restructuring

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • 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.

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

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

  • First Merger shall have the meaning given in the Recitals hereto.

  • 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.

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

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

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

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

  • Second Merger has the meaning set forth in the Recitals.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • 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.

  • Company Merger shall have the meaning given in the Recitals.

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • 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).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • 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.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.