Pre-Sale Reorganisation definition

Pre-Sale Reorganisation means the re-organisation of the Group Companies as set out in the Pre-sale Reorganisation Steps Plan;

Pre-Sale Reorganisation means the pre-sale reorganisation described in Schedule 14 and any modifications thereto made in accordance with Schedule 14;

Pre-Sale Reorganisation means the following transactions, as more specifically set forth in the BDO Step Paper set forth as Exhibit H: (i) the transfer by Matrix International Limited (registered number 356189) of certain assets directly held by Matrix International Limited (and excluding the Shares of XXX Holdings Inc. and the assets relating to the Engineered Systems Business (as specifically set forth on Schedule 1.1) but including the Shares of Matrix International GmbH) to Matrix Engineering Limited (registered number 3690656); (ii) the transfer by The Hay Hall Group Limited or any of the other Subsidiaries to Matrix International Limited of all of the capital stock of the Company’s dormant Subsidiaries set forth on Schedule 1.4, Part I and the novation of the Hay Hall Leicester Loan; (iii) the transfer of certain of the assets, and, with the exception of (i) Environmental Costs and Liabilities arising out of or related to, or in connection with the Seller’s previously-owned real estate property located at 134 & 000 Xxxxxx Xxxx Xx., Xxxxxxxxxxxx, XX, 00000, and (ii) certain Tax Liabilities, all of the liabilities, of Inertia Dynamics Inc. to Inertia Dynamics LLC (or such other corporate entity reasonably acceptable to the Purchaser), a newly formed wholly owned Subsidiary of The Hay Hall Group Limited (the “US Hive Across”); (iv) the subsequent transfer of Matrix International Limited to the Sellers such that immediately following the Pre-Sale Reorganisation, Matrix Engineered Systems Limited (f/k/a Matrix International Limited) will no longer be a member of the Group; (v) the change of names of Matrix International Limited and Matrix Engineering Limited; (vi) the change of name of Inertia Dynamics Inc. to XXX Inc.; and (vii) the guarantee by Matrix Engineered Systems Limited (f/k/a Matrix International Limited) of the obligations of its wholly owned subsidiary Inertia Dynamics Inc.

Examples of Pre-Sale Reorganisation in a sentence

• If, at the Closing, any of the assets to be transferred pursuant to the transactions contemplated under the Pre-Sale Reorganisation have not been transferred, the Sellers shall procure that such assets will be transferred as soon as possible thereafter.

• K.2 There are no circumstances or arrangements apart from the Pre-Sale Reorganisation whereby the relationship between any Company and any other company (including its present or future parent company) could be severed for the purposes of group relief, the transfer of tax refund or the surrender of advance corporation tax, nor is any Company or any other member of any group, of which any Company is a member, a dual resident investing company within the meaning of section 404 of the Taxes Act.

• Sellers shall use, and Sellers shall cause the Company and the Subsidiaries to use, their commercially reasonable efforts to obtain at the earliest practicable date all consents and approvals required to consummate the transactions contemplated by this Agreement and in connection with the Pre-Sale Reorganisation, including the consents and approvals referred to in Section 5.7 and 6.3 hereof.

• The following Warranties are given on the basis that the Pre-Sale Reorganisation shall be deemed to have been completed as at the date of this Agreement: Schedule 2, Part A, paragraph 1.2, 4, 5.1 and 5.4 and Part B, paragraph 9.

• To take such ef- fects into account, the market value of liabilities (Lt) will now be modeled using Merton’s (1976) jump diffusion concept,3 which is given by dL (t )= µ dt + σ dW P (t ) + dJ (t ) , (18)L (t −)L L L where L (t −) = lim L (u ) .u↑t J is a process with piecewise constant sample paths, independent of WL.

More Definitions of Pre-Sale Reorganisation

Pre-Sale Reorganisation means the corporate restructuring which occurred in December 2004 comprising (i) the sale of the entire issued share capital of Hôtel InterContinental London Limited by Hôtel InterContinental London (Holdings) SAS and (ii) the Revolving Facility Loan;

Pre-Sale Reorganisation the pre-sale reorganisation to be undertaken by the Seller between the date of this Agreement and the date of Completion, the main steps of which as at the date of this Agreement are detailed in Schedule 12

Pre-Sale Reorganisation has the meaning given to it in Clause 5.2;

Pre-Sale Reorganisation means those matters which are the subject of the indemnity given at Clause 9.1 including, for the avoidance of doubt, the entering into and completion of the Transfer Agreements.

Pre-Sale Reorganisation means the employment by Eastern Pretech Singapore (whether pursuant to a transfer from Emix Singapore and/or an appointment, engagement, or assignment under the Agreement) of the Pre-Sale Reorganisation Employees (as defined in the Agreement) on the same terms and conditions as those that they or employees in similar roles, as the case may be, enjoyed with Emix Singapore immediately before the date of the Agreement.(iv) If any of the Conditions set out in paragraph 5.4(i) are not satisfied or waived by 5 pm (Singapore time) on 10 February 2017, the Agreement (other than the surviving clauses) shall lapse, and no Party shall have any claim against any other Party under the Agreement, save as provided otherwise in the Agreement. For the avoidance of doubt, if the EGM is held, but the NSL Shareholder Resolution is for any reason whatsoever not passed, neither SGPPC nor SGMY shall have any claim against either Relevant Seller arising from or in connection with the NSL Shareholder Resolution not being passed. No Party may terminate the Agreement after satisfaction or waiver of all of the Conditions in paragraph 5.4(i), except in accordance with the Agreement.5.5 NSL’s Guarantee

Pre-Sale Reorganisation means the reorganisation undertaken/in the course of being undertaken by members of the Seller’s Group in preparation for the sale of the Company as described in the PWC Memo;

Pre-Sale Reorganisation means i) the subscription for shares in the Company for £10,500,000 by Carlton and Granada; ii) the contribution of £10,500,000 additional partnership capital by the Company to the Ask Jeeves UK Partnership; iii) the discharge of £1,900,000 of outstanding debt by the Ask Jeeves UK Partnership to Carlton and Granada or their associates; iv) the advance payment of £8,600,000 by the Ask Jeeves UK Partnership to Carlton and Granada or their associates in fees for advertising; v) the repayment of the Barclays Loan Facility; vi) the surrender of trading losses by way of group relief from the Company to Carlton and Granada or their associates; and vii) the change of accounting reference date of the Company and of the Partnership. 1.1.14 "Relevant Relief" means: 1.1.14.1 any Relief which was treated as an asset of the Company in the Accounts; or 1.1.14.2 any Relief which was taken into account in computing (and so reducing or eliminating) any provision for deferred Taxation which appears in the Accounts or which would have appeared in the Accounts but for the presumed availability of such Relief. 1.1.15 "Relief" means any loss, relief, allowance, exemption, credit, set-off, charge or deduction or right to repayment of Taxation in respect of any Taxation or for the purposes of computing income profits or gains for Taxation, including (without limitation) losses which the meaning of section 393 of the Taxes Act.