Pre-Closing Reorganization Plan definition

Pre-Closing Reorganization Plan means the plan of actions to be undertaken by Parent Seller and its Controlled Affiliates to implement the Pre-Closing Reorganization on the basis of the principles and terms described on Exhibit C.
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Pre-Closing Reorganization Plan has the meaning given such term in Section 6.9.
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Examples of Pre-Closing Reorganization Plan in a sentence

  • Buyer shall then have forty-five (45) days to review such draft Pre-Closing Reorganization Plan, during which time Buyer may review and comment on the draft Pre-Closing Reorganization Plan.

  • Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable.

  • The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent.

  • The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner.

  • The parties shall cooperate in good faith to finalize the Pre-Closing Reorganization Plans as promptly as practicable after delivery of each party’s proposed Pre-Closing Reorganization Plan, but in no event later than March 1, 2013.

  • Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the Closing.

  • Within 90 days following the date of this Agreement, Seller Parent shall deliver to Buyer Parent a draft Pre-Closing Reorganization Plan.

  • The District anticipates that the cost shall be distilled to a per kWh charge and shall include all operations and maintenance costs and production guarantee costs.

  • If requested by the Reviewing Party, the Proposing Party will consider in good faith any suggested changes to the Pre-Closing Reorganization Plan the Reviewing Party reasonably believes to be in the best interests of the Venture Entities or the Reviewing Party, taking into account the benefits to, or costs or risks to be avoided by, the Venture Entities or the Reviewing Party as well as any additional costs and risks to the Proposing Party.

  • The Proposing Party shall provide the Reviewing Party such information and data as the Reviewing Party may reasonably request with respect to the Pre-Closing Reorganization Plan, including any analyses or other background materials relating to the assumptions, benefits, costs and risks considered in connection with the development of the Pre-Closing Reorganization Plan.

Related to Pre-Closing Reorganization Plan

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

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

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • 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.

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

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

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

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

  • 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.

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

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

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

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition 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 Closing shall have the meaning set forth in Section 2.2.

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • 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.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

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

  • 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 Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

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

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

  • Reorganization Agreement has the meaning set forth in the recitals.