Pre-Closing Reorganization Transactions definition

Pre-Closing Reorganization Transactions means each of transactions that collectively constitute the Restructuring (as defined in the Separation Agreement).
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Pre-Closing Reorganization Transactions means the transactions contemplated by Annex 27 (Pre-Closing Reorganization Transactions);”
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Pre-Closing Reorganization Transactions has the meaning set forth in Section 5.4(a) (Pre-Closing Reorganization Transactions);
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Examples of Pre-Closing Reorganization Transactions in a sentence

  • Parent shall be liable for and shall pay any Taxes attributable to the Pre-Closing Reorganization Transactions.

  • Parent shall keep Buyer reasonably informed in respect of the actions and timing of the Pre-Closing Reorganization Transactions.

  • Generally accepted procedures for the conduct of fair and efficient meetings should be followed.

  • Seller’s Group shall bear all out-of-pocket costs and expenses incurred in connection with the Pre-Closing Reorganization Transactions.

  • For the avoidance of doubt, all transfer Taxes and stamp duties and other Taxes resulting from the Pre-Closing Reorganization Transactions shall be borne by Sellers.

  • The Pre-Closing Reorganization Transactions shall have been completed in the manner described in Section 5.12.

  • Notwithstanding anything to the contrary in this Agreement, any Transfer Taxes resulting from the Pre-Closing Reorganization Transactions shall be borne by Sellers’ Representatives, on behalf of each Seller.

  • Notwithstanding anything herein to the contrary, the Company shall not retain any right, title or interest in and to, the Excluded Assets (for the avoidance of doubt, Seller’s Group will use reasonable best efforts to cause the Company to transfer all Excluded Assets out of the Company prior to the Closing as part of or in connection with the Pre-Closing Reorganization Transactions contemplated by Section 5.11).

  • The NewCo Notice shall include copies of the documents listed on Annex 12 NewCo Documentation (or if any such documentation is unavailable, such other evidence as may be reasonably satisfactory to the Purchasers’ Representative regarding the completion of all of the steps required to complete the NewCo Restructuring as set forth on Annex 4 (Pre-Closing Reorganization Transactions)).

  • In any event, Seller undertakes that, on the Closing Date and after the Pre-Closing Reorganization Transactions (i) the aggregate amount of the intercompany receivables of the Group Companies vis-a-vis the Seller Group are nil, (ii) no Group Company is owed more than its distributable reserves by other Group Companies or member of the Seller Group, (iii) Gesthôtel has distributable reserves at least equal to CHF 50,000,000.


More Definitions of Pre-Closing Reorganization Transactions

Pre-Closing Reorganization Transactions means, collectively, the reorganizations following from (i) item (B) of the preamble of this Agreement (transfer of Sleeve Pack Kft., Xxxxxxxxxxxx Corporation, and WH LP), (ii) item D of the preamble of this Agreement (transfer of a share of 0.003% in WH Hellas and transfer of a 50% share in WH Russia), (iii) item (F) of the preamble of this Agreement (transfer of land and buildings by Dorpak), (iv) item (G) of the preamble of this Agreement (organization of the US Company and the asset transfer from WH LP to the US Company) and item (H) of the preamble of this Agreement (termination of the Silent Partnership).
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Pre-Closing Reorganization Transactions means, collectively, the reorganizations following from (i) item (B) of the preamble of this Agreement (transfer of Sleeve Pack Kft., Weidenhammer Corporation, and WH LP), (ii) item D of the preamble of this Agreement (transfer of a share of 0.003% in WH Hellas and transfer of a 50% share in WH Russia), (iii) item (F) of the preamble of this Agreement (transfer of land and buildings by Dorpak), (iv) item (G) of the preamble of this Agreement (organization of the US Company and the asset transfer from WH LP to the US Company) and item (H) of the preamble of this Agreement (termination of the Silent Partnership).
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Pre-Closing Reorganization Transactions means the transactions described in Appendix I.
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Pre-Closing Reorganization Transactions means the transactions set forth inAnnex 6 (Pre-Closing Reorganization Transactions); “Preliminary Closing Statement” has the meaning set forth in Section 2.5(b) (Purchase Price);
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Pre-Closing Reorganization Transactions means the transactions described as such in the Provident Disclosure Letter pursuant to which certain intercompany debts and royalties are to be dealt with prior to Closing;
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Related to Pre-Closing Reorganization Transactions

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

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

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

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

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

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

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

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

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

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

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

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Business Combination Transaction means:

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

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

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

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

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • 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.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

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

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • 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.