Prior Reorganisation definition

Prior Reorganisation means the transactions described in Schedule 3 of this Agreement which shall occur between the date of this Agreement and Completion;
Sample 1

Examples of Prior Reorganisation in a sentence

  • Each of the Sellers shall, jointly and severally, be liable to and indemnify, defend, hold harmless and keep indemnified the Buyer Indemnified Persons for any Damages incurred or suffered by any of them arising out of the Prior Reorganisation, in accordance and subject to the terms of clause 15 (the “Prior Reorganisation Indemnity”).

  • The Buyer and its Affiliates (including the companies of the Nubiola Group after the Completion) have agreed to undertake the obligations contemplated by the Prior Reorganisation solely as an accommodation to the Sellers.

  • The transactions contemplated by the Prior Reorganisation are for the benefit of Sellers.

Related to Prior Reorganisation

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • Reorganisation means (without limitation) any transaction, deemed transaction, step, procedure or agreement, including (but without limitation) the transfer, distribution, contribution or settlement of assets and/or liabilities.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • Organisation means a legal body which exists separately and distinctly from its members and includes companies, building societies, community benefit societies, local authorities and so on and also for the purposes of these Rules includes unincorporated organisations such as social clubs, branches of political parties or trade unions and other voluntary bodies.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Reconstruction means the replacement of components of an existing facility to such an extent that:

  • CCAA means the Companies’ Creditors Arrangement Act (Canada).

  • Motorcycling Organisation means and includes MA, and the MA members (including the SCBs and affiliated clubs) and where the context so permits, their respective directors, officers, members, servants or agents.

  • research organisation means a legal entity established as a non-profit organisation which carries out research or technological development as one of its main objectives;

  • Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

  • Restructuring 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.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • international organisation means an organisation and its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries.

  • 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.

  • Labour Court means the Labour Court established by section 151 of the Labour Relations Act;

  • CCAA Proceedings means the proceedings commenced by the Applicant under the CCAA as contemplated by the Initial Order;

  • Scheme of Arrangement means a scheme of arrangement, share for share exchange or analogous procedure.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Junior Representative means, with respect to any series of Permitted Junior Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Permitted Junior Debt is issued, incurred or otherwise obtained and each of their successors in such capacities.

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

  • Coordinated External Transaction means a transaction to simultaneously purchase and sell energy on either side of a CTS Enabled Interface in accordance with the procedures of Operating Agreement, Schedule 1, section 1.13, and the parallel provisions of Tariff, Attachment K- Appendix.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.