Pre-Closing Restructuring Steps definition

Pre-Closing Restructuring Steps has the meaning specified in Section 6.14(a).
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Pre-Closing Restructuring Steps has the meaning set forth in the Restructuring Agreement.
Sample 1Sample 2

Examples of Pre-Closing Restructuring Steps in a sentence

  • The Sellers shall keep Buyer regularly informed of the progress of the Pre-Closing Restructuring Steps and shall consider in good faith any changes with respect to the Pre-Closing Restructuring Steps that Buyer may reasonably propose from time to time.

  • As of the Closing Date, each of the Pre-Closing Restructuring Steps (as defined in the Contribution Agreement) shall have been completed and each of the Post-Closing Restructuring Steps (as defined in the Contribution Agreement) shall occur substantially concurrently with the Closing.

  • The Pre-Closing Restructuring Steps shall have been duly completed pursuant to the Restructuring Agreement (including completion of any relevant filings or registrations required by applicable Laws to perfect the matters set forth in the Controlling Documents (except that the registration of equity pledge under the equity interest pledge agreement may be submitted and completed after the Closing pursuant to the Restructuring Agreement)) in a manner satisfactory to such Series A-1 Investor.

  • Notwithstanding the foregoing, Seller shall pay and be responsible for all Transfer Taxes that are imposed as a result of the Pre-Closing Restructuring Steps.

  • Seller may not modify the Closing Structure or Pre-Closing Restructuring Steps without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed.

  • He stimulated the chain mi- gration of his fellow countrymen and relatives, thus forming a small and un- usual industrial community in the Caribbean, united by kinship and common citizenship.These small producers were able to succeed thanks to the advantages pro- vided by social capital.

  • In the event that, before the Closing, either Party submits a written request to the other Party to amend or modify the Pre-Closing Restructuring Steps set forth in Exhibit 1.1(a), the other Party shall reasonably cooperate with such Party and consider in good faith such amendment or modification, but such other Party shall determine in its sole discretion exercised in good faith whether to agree to such amendment or modification.

  • All Transfer Taxes (other than any Transfer Taxes imposed on or payable in connection with the Pre-Closing Restructuring Steps) shall be borne by Purchaser.

  • Ltd.*Advance To Related Parties Consist :Atul Transport India600.85 8.63 323.31 12.50 NOTE 18CURRENT ASSETS - OTHER CURRENT ASSETSA.

  • Karen Peltz Strauss, Past and Present: Making the Case for a Regulatory Approach to Addressing Disability Discrimination in the Provision of Emerging Broadband and Cable Technologies, BROADBAND AND CABLE TELEVI- sION LAW 2010, DEVELOPMENTs IN CABLE TECHNOLOGY, PRACTIsING LAW INsTITUTE AT 5, Jan.

Related to Pre-Closing Restructuring Steps

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

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

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

  • 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.

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

  • 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.

  • 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).

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

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

  • 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.

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

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

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

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

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

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

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

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

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

  • 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.

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

  • 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.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • 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.