Pre-Closing Reorganization definition

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

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Pre-Closing Reorganization has the meaning ascribed thereto in Section 4.13;

Pre-Closing Reorganization has the meaning set forth in Section 2.1(a).

Examples of Pre-Closing Reorganization in a sentence

Without limiting the foregoing, except in connection with or pursuant to the Pre-Closing Reorganization, no Transferred Subsidiary has taken, agreed to take or omitted to take any action since the Latest Balance Sheet Date that would be prohibited by Section 5.1 if in effect as of such time.
As of the date of this Agreement, the Vendor is the sole registered and beneficial owner of all of the Membership Interests, and as of the Closing Date, the Vendors shall be the sole registered and beneficial owners of all of the Membership Interests, giving effect to the Pre-Closing Reorganization, and in each case as set forth on Section 3.2(a) of the Disclosure Schedule.
Since the Balance Sheet Date, and other than in the Ordinary Course or as contemplated by the Pre-Closing Reorganization, except as disclosed herein, there have not been any Material Events with respect to the Company.
For the purposes of any restrictive covenant, in any Benefit Plan or any award thereunder, (i) neither SpinCo nor any member of the SpinCo Group shall be regarded as a “competitive entity” for any SpinCo Employees, (ii) working for the SpinCo Group will not breach any non-solicit or confidentiality provisions and (iii) the transfer of the SpinCo Employees’ employment to SpinCo by virtue of the Pre-Closing Reorganization will be deemed not to be a breach of any non-solicitation covenant.
The Pre-Closing Reorganization shall have been completed in accordance with the terms thereof, except for any deviations therefrom that would not, individually or in the aggregate, reasonably be expected to be adverse to the Business.

More Definitions of Pre-Closing Reorganization

Pre-Closing Reorganization has the meaning specified in Section 8.17(a).

Pre-Closing Reorganization means the reorganization of the Company and Shareholder’s interests in the Company as set forth on Section 4.12 of the Company Disclosure Schedule under the heading “Pre-Closing Reorganization”.

Pre-Closing Reorganization means the transactions set forth on Exhibit E.

Pre-Closing Reorganization has the meaning set forth in the recitals.

Pre-Closing Reorganization has the meaning set forth in Section 8.25.

Pre-Closing Reorganization has the meaning given in Section 5.10(a)(v).

Pre-Closing Reorganization means the reorganization contemplated by Article II.