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

  • 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.

  • 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.

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

  • The parties shall cooperate with one another in each party’s review of the other party’s Pre-Closing Reorganization Plan (in such capacity, the “Reviewing Party”).

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

  • 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.

  • 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 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 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.

  • No later than February 1, 2013, each of Cameron and Schlumberger (in such capacity, the “Proposing Party”) shall deliver to the other party its proposed Pre-Closing Reorganization Plan.

Related to Pre-Closing Reorganization Plan

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

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • 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 shall have the meaning set forth in Section 4.3.

  • 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 set forth in Section 6.10.

  • 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 date on which the Acquisition is consummated.

  • Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • 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 price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten 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 means “Effective Time,” as that term is defined 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.