Pre-Closing Restructuring Plan definition

Pre-Closing Restructuring Plan has the meaning specified in Section 6.5.
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Pre-Closing Restructuring Plan means the transactions and related elections to be undertaken or effected by Seller and its Affiliates to implement the Pre-Closing Restructuring set forth as Annex A hereto; provided that the Pre-Closing Restructuring Plan may be amended or modified by Seller if such amendment or modification would not have an adverse Tax or other adverse monetary impact (taking into account indemnification obligations pursuant to this Agreement) on Purchaser or any of its Affiliates relative to the relevant transactions or related elections in the then current Pre-Closing Restructuring Plan; provided, further that Purchaser may propose changes to the Pre-Closing Restructuring Plan and Seller shall consider such changes in good faith if such changes do not have an adverse Tax or other adverse monetary impact on Seller or any of its Affiliates. For the avoidance of doubt, no transaction, transfer, assignment or assumption with, to or by Purchaser or any Purchaser Designee will be deemed to be part of the Pre-Closing Restructuring Plan or the Pre-Closing Restructuring.
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Pre-Closing Restructuring Plan means the restructuring transactions set forth in Section 1.1(a) of the VS Disclosure Letter.
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Examples of Pre-Closing Restructuring Plan in a sentence

  • Each of Exhibit B (Form of Stockholders Agreement), Exhibit C (Form of Tax Matters Agreement), Exhibit D (Form of Transition Services Agreement) and Exhibit I (Pre-Closing Restructuring Plan) is hereby amended and replaced in its entirety with the content of Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit I-1, respectively, hereto.

  • Prior to the Closing, Sellers shall effect the Pre-Closing Restructuring in accordance with the Pre-Closing Restructuring Plan and the Tiger’s Milk Contribution in accordance with the Contribution Agreement.

  • To reflect the automatic conversion, on a one to one basis, of all outstanding shares of Clover’s preferred stock, with a carrying amount of $447.7 million, into 60,584,000 shares of Clover common stock and 6,843,138 shares of Clover Class Z Common Stock as a part of the Pre-Closing Restructuring Plan.

  • Health care for the Elderly Training Program:Dr. Lindsay Goldsmith started this 12-month program targeted to Family Medicine Residents in July 2011, following which she will obtain a PEM in Montreal.

  • At the effective time of the First Merger, Clover amended its governing documents to authorize the Clover Class Z Common Stock at par value $0.0001 per share, which was issued to the excluded holders in connection with the Pre-Closing Restructuring Plan (as defined below).

  • No Obligated Party or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred that, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan.

  • Prior to the Closing, the Company shall, or cause its Subsidiaries to, effect all transfers and shall take all such actions as are necessary so that the Pre-Closing Restructuring shall have been consummated prior to the Closing in accordance with the terms and subject to the conditions set forth in the Pre-Closing Restructuring Plan.

  • In furtherance of the foregoing, and not in limitation thereof, each of the parties shall undertake each step set forth on the Pre-Closing Restructuring Plan and use its reasonable best efforts to take, or cause to be taken, all other actions in connection with the transactions contemplated hereby as reasonably requested by the Endeavor Parties, including executing and delivering other documents, certificates and agreements in connection therewith.

  • The Pre-Closing Restructuring has been consummated and made effective in accordance with the terms of the Pre-Closing Restructuring Plan.

  • Notwithstanding anything to the contrary in this Agreement, the Company and its Subsidiaries and their respective representatives shall not be restricted pursuant to the foregoing sentence with respect to any actions explicitly contemplated by the Pre-Closing Restructuring Plan or otherwise contemplated by this Agreement (including the Total PIPE Investment).


More Definitions of Pre-Closing Restructuring Plan

Pre-Closing Restructuring Plan means the transactions to be undertaken or effected by the Acquired Companies, Sellers and their respective Affiliates to implement the Pre-Closing Restructuring set forth as Exhibit F to this Agreement, with such amendments or modifications that the Company deems to be necessary and that do not result in increased liabilities to Parent, Merger Sub I or Merger Sub II or decreased value of the Acquired Companies.
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Related to Pre-Closing Restructuring Plan

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

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

  • New Services Queue Closing Date means each April 30 and October 31 shall be the Queue Closing Date for the New Services Queue comprised of Interconnection Requests, Completed Applications, and Upgrade Requests received during the six-month period ending on such date. New York ISO or NYISO: “New York ISO” or “NYISO” shall mean the New York Independent System Operator, Inc. or any successor thereto.

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

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

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

  • Closing Press Release has the meaning set forth in Section 5.4(b).

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

  • 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.

  • Share Exchange Agreement has the meaning specified 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.

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

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

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Pre-Closing Periods means all Tax periods ending at or before the Closing Date and, with respect to any Tax period that includes but does not end at the Closing Date, the portion of such period that ends at and includes the Closing Date.

  • 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.

  • 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).

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

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

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

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