Pre-Closing Reorganisation definition

Pre-Closing Reorganisation the corporate reorganisation steps to be carried out after the date of this Agreement and before Closing as set out in the “Project Iconic” sell-side structuring memorandum prepared by Öhrlings PricewaterhouseCoopers AB dated 24 February 2021, together with all relevant associated documents and agreements that have been provided by the Sellers to the Buyer, strictly provided that no such implementation, steps, actions, undertakings, approvals or obligations of any kind may be approved or undertaken if they are not specifically described or recommended in either (a) that structuring memorandum; or (b) any relevant documents provided to the Buyer and approved in writing by the Buyer, such approval not to be unreasonably withheld, conditioned or delayed;
Sample 1
Pre-Closing Reorganisation means the transfer of the Transfer Employees, assets and liabilities of the CFB Business from the Retained Group to the Group Companies and the NewCos and the transfer of the assets and liabilities that do not relate to the CFB Business from the Group Companies to the Retained Group in accordance with the steps and terms and conditions set out in the Pre-Closing Reorganisation Plan;
Sample 1

Examples of Pre-Closing Reorganisation in a sentence

  • In addition, the SC had also on the same date granted its approval for the Proposed Acquisition and the Proposed Merger.1.4 On 22 January 2014, on behalf of AFFIN, AFFIN Investment announced that AFFIN had entered into the SPA to acquire the Hwang IB Shares (after the Pre-Closing Reorganisation) and the Minority Shares, and that AFFIN intends to undertake the Proposed Merger.

  • This is illustrated as follows: Purchase Price = Base Price + RM700,000 = RM1,363 million + RM700,000 = RM1,363.7 million The adjustment of RM700,000 is for the reimbursement of part of the costs and expenses of the Pre-Closing Reorganisation that Hwang IB underwent prior to the completion of the transaction whereby the amount of RM700,000 was an amount which Hwang-DBS had requested for and AFFIN had agreed to bear.

  • Other than any transaction carried out pursuant to the Pre-Closing Reorganisation and the transactions contemplated by this Agreement, from the Accounts Date to and including Closing no Group Company has been involved in any transaction which has given, or, so far as the Seller is aware, is likely to give (or would be likely to give, but for the availability of any Relief), rise to any Tax other than in respect of actual income earned by any Group Company in the course of its trade.

  • The Seller shall indemnify, as a reduction of the Purchase Price, the Buyer and the Group Companies for any loss incurred in connection with or arising from the Pre-Closing Reorganisation Transactions.

  • The implementation of the Pre-Closing Reorganisation Transactions prior to the Closing Date shall be at no cost and with no liability (including, but not limited to, Tax liability) for the Buyer and the Group Companies.

  • Following the Pre-Closing Reorganisation, AFFIN will acquire the Hwang IB Shares and the Minority Shares for the Purchase Price (being the Base Price of RM1,363 million adjusted for the NA Adjustment and other adjustment as outlined below) to be fully satisfied in cash.

  • The Pre-Closing Reorganisation will be completed, or substantively complete, prior to completion.

  • Subject to the Subscription Agreement becoming unconditional and following implementation of the Pre-Closing Reorganisation, Bidvest will:• subscribe for the Subscription Shares; and• advance the Bidvest Loan.After implementation of the aforesaid subscription, the share capital of EIH will be held as follows: Bidvest as to 95.2% and enX as to 4.8%.

  • In 2011, several large companies were subject to attacks and these information security breaches were discussed in public.

  • On 3 April 2014, the Company entered into a conditional Share Sale and Purchase Agreement with Alliance Investment Bank Berhad, a wholly-owned subsidiary of Alliance Bank Malaysia Berhad, to dispose of its 51% equity interest, representing 1,275,000 ordinary shares of RM1 each in a subsidiary, HDBS Vickers for a cash consideration of RM394,000, subsequent to the completion of the Pre-Closing Reorganisation, as disclosed in explanatory note B7(e).

Related to Pre-Closing Reorganisation

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

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • Reorganisation means (without limitation) any transaction, deemed transaction, step, procedure or agreement, including (but without limitation) the transfer, distribution, contribution or settlement of assets and/or liabilities.

  • 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.

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

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

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

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

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • 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.

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

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

  • 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.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders of the Issuer immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Issuer; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of the Scheme of Arrangement; (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Issuer; (iv) all Subsidiaries of the Issuer immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are Subsidiaries of the Issuer (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Issuer (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity share capital of those Subsidiaries as was held by the Issuer immediately prior to the Scheme of Arrangement;

  • Pre-Closing Periods means all Tax periods ending at or before the Closing Date and, with respect to any Tax period that includes but does not end at the Closing Date, the portion of such period that ends at and includes the Closing Date.

  • 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.

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

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

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

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