Pre-Closing Restructuring Agreements definition

Pre-Closing Restructuring Agreements has the meaning set forth in Section 2.2(a)(i).
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Pre-Closing Restructuring Agreements means the agreements entered into, whether prior to or after the date hereof, by the Seller and its Affiliates in connection with the Pre-Closing Restructuring.
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Pre-Closing Restructuring Agreements has the meaning set forth in Section 5.7(c).
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Examples of Pre-Closing Restructuring Agreements in a sentence

  • Purchaser agrees further that no warranty is made by Parent, Seller and their Affiliates to the Company and the Subsidiary in relation to the transfer of the Business under the Pre-Closing Restructuring Agreements and the Company and the Subsidiary shall have no right to make any claim against Parent, Seller or their Affiliates for any warranty, express or implied, pursuant to the Pre-Closing Restructuring Agreements, but any such claims shall be subject to this Agreement solely.

  • Purchaser agrees that Seller and Parent have given Seller’s Warranties to Purchaser in this Section 9 and that no warranty is made by Parent, Seller and their Affiliates to the Company and the Subsidiary in relation to the transfer of the Business under the Pre-Closing Restructuring Agreements.

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  • To Seller’s knowledge, none of the major customers or suppliers of the Business is likely to terminate or curtail its relationship or dealings with the Business, the Company or the Subsidiary, whether pursuant to a non-renewal or termination of any Material Contract or otherwise and whether as a result of the transactions contemplated by the Agreement, the Pre-Closing Restructuring Agreements or otherwise.

  • The consummation of the transactions contemplated hereunder and pursuant to the Pre-Closing Restructuring Agreements will not, either alone or in combination with another event, (i) entitle any current or former Employee to severance pay or unemployment compensation, except as required by applicable Law, or (ii) except as expressly provided in this Agreement, accelerate the time of payment, funding or vesting, or increase the amount of compensation due any such Employee.

  • Parent shall at its sole cost and expense procure that, and shall procure that its Affiliates shall, prior to Closing, complete the Pre-Closing Restructuring in accordance with the terms and conditions of the Pre-Closing Restructuring Agreements.

  • Count intermittent employees who, at the report date, have not been officially separated from the agency’s workforce and who have worked for any given period during the report month.

  • To Seller’s knowledge, none of the major customers or suppliers of the Business is likely to terminate or curtail its relationship or dealings with the Business, the Company or the Subsidiary, whether pursuant to a non-renewal or termination of any Material Contract or otherwise and whether as a result of the transactions contemplated by the Agreement, the Pre-Closing Restructuring Agreements or otherwise.

  • Each Party confirms that it has reviewed the Pre-Closing Restructuring Agreements to its full satisfaction.


More Definitions of Pre-Closing Restructuring Agreements

Pre-Closing Restructuring Agreements means the Company Business Transfer Agreement and the Subsidiary Business Transfer Agreement.
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Related to Pre-Closing Restructuring Agreements

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

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

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

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

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

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

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

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Support Agreements has the meaning set forth in the Recitals.

  • Existing Agreements means the [*****].

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Settlement Agreements means any settlement reached in the U.S. Litigation with any of the Settling Defendants.

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

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Restructuring Support Agreement means that certain Restructuring Support Agreement, made and entered into as of March 16, 2018, by and among the Debtors, the Consenting Creditors (as defined therein) party thereto from time to time, and the Consenting Sponsors (as defined therein) party thereto from time to time, as such may be amended from time to time in accordance with its terms.

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

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.