Pre-Closing Restructuring definition

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

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Pre-Closing Restructuring has the meaning specified in the Recitals hereto.

Pre-Closing Restructuring has the meaning set forth in Section 2.1.

Examples of Pre-Closing Restructuring in a sentence

• As of the Execution Date, the Subject Securities are certificated and, after giving effect to the Pre-Closing Restructuring none of the Securities of the Subject Company or its Subsidiaries will be certificated.

• Seller is the record and beneficial owner of all of the Subject Securities, each as described on Schedule 5.5 as of the Execution Date under the corresponding title provided on such Schedule, and after giving effect to the Pre-Closing Restructuring and, to the extent applicable, the Pre-Closing Re-Domestication under the corresponding title provided on such Schedule, in each case, free and clear of all Liens (other than Permitted Securities Liens).

• Each member of the Subject Company Group is now Solvent and will not fail to remain Solvent as a result of any of the transactions contemplated by this Agreement or any other Transaction Document or the Pre-Closing Restructuring.

• At Closing and after giving effect to the Pre-Closing Restructuring and, to the extent applicable, the Pre-Closing Re-Domestication, and subject to the terms and conditions contained in this Agreement, Seller agrees to sell, transfer, convey, assign and deliver to Purchaser, and Purchaser agrees to purchase, accept and pay for, Seller’s interest in and to the Subject Securities, free and clear of all Liens, except Permitted Securities Liens.

• The Subject Company and each of its Subsidiaries has all requisite power and authority to own, lease and operate its properties, rights or assets, carry on its businesses as now conducted, to enter into, deliver and perform its obligations under this Agreement and the other Transaction Documents and, as applicable, the Pre-Closing Restructuring Documents and the Pre-Closing Re-Domestication Documents, and to consummate the transactions contemplated by this Agreement and the other Transaction Documents.

More Definitions of Pre-Closing Restructuring

Pre-Closing Restructuring has the meaning set forth in Section 5.24.

Pre-Closing Restructuring means the restructuring transactions with respect to the Subsidiaries of the Holder, as set forth in Section 1.1(a) of the Company Disclosure Letter (the “Pre-Closing Restructuring Plan”); provided that Acquiror and the Holder may mutually agree to amend the Pre-Closing Restructuring Plan after the date hereof to the extent reasonably necessary to consummate the transactions contemplated hereby in the most Tax-efficient manner.

Pre-Closing Restructuring means the series of transactions effected pursuant to the Contribution Agreement including, among other things, the transfer by Embraer of certain assets and liabilities relating to the UAM Business to the Eve Entities;

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

Pre-Closing Restructuring means: the restructuring prior to closing by which: (i) Cyxtera shall be contributed to NewCo by the Cyxtera Stockholder, with Cyxtera becoming a wholly-owned subsidiary of NewCo, and (ii) Cyxtera shall thereafter be converted to a Delaware limited liability company;

Pre-Closing Restructuring means the “Restructuring”, as defined in the Merger Agreement.

Pre-Closing Restructuring means the transactions set forth on Exhibit A, as may be revised from time to time by agreement of the Parties prior to the Closing.