Realignment Transactions definition

Realignment Transactions means the Dow Realignment Transactions and the DuPont Realignment Transactions.
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Realignment Transactions means the transactions specified on Schedule 10.15 to the Second Amendment.
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Realignment Transactions means (i) the transactions specified on Schedule 10.15 as modified in accordance with the penultimate sentence of Section 10.15 and (ii) the prepayment of any Intercompany Term Loan made by the Borrower to UCAR Carbon Company Inc. with the proceeds of new Intercompany Term Loans made by the Borrower to any other Guarantor (other than UCAR).
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Examples of Realignment Transactions in a sentence

  • The Agents are hereby directed and authorized to take such action and execute such documents as the Company may reasonably request, at the Company's sole expense, including the release of any Lien or the consent to any transfer of any asset subject to any Lien, to facilitate or permit the Realignment Transactions.

  • Given that the statistics were territory-wide, he wished to know the number of requests for assistance received by the Sha Tin and Tai Po Office of LRD.

  • Allowing the Debtors to engage in postpetition Realignment Transactions is in the best interests of the Debtors’ estates and their creditors, and the Debtors seek authority to grant administrative expense status to certain intercompany balances created thereby.

  • Specifically, the Realignment Transactions will result in the U.S. Debtors triggering approximately $700 million of gain in a year when such gain can be entirely offset by net operating loss carryforwards.

  • The A1B and B1 emissions scenarios are two of many emissions scenarios used by the International Panel on Climate Change (IPCC) to model climate change effects in futures with different levels of fossil fuel reliance.

  • The Debtors can therefore offset 100%, rather than just 80%, of the substantial gain anticipated to be generated by the Realignment Transactions by using their net operating loss carryforwards only if the Realignment Transactions are accomplished prior to January 1, 2021.

  • For the foregoing reasons, the Debtors have determined, in their business judgment, that executing the Realignment Transactions before year-end is in the best interest of their estates and maximizes value for all the Debtors’ stakeholders.

  • The Realignment Transactions must be completed prior to January 1, 2021 to benefit from favorable rules regarding the use of net operating losses, which rules are included in the Coronavirus Aid, Relief, and Economic Security (CARES) Act, P.L. 116-136 (the “Cares Act”) and are set to expireas of December 31, 2020.

  • The relief requested herein will enable the Debtors to maintain the corporate structure contemplated by the Realignment Transactions.

  • The Debtors believe that their stakeholders will not be adversely affected by the Realignment Transactions for several reasons.


More Definitions of Realignment Transactions

Realignment Transactions means the transactions specified on Schedule 10.15, as modified in accordance with the penultimate sentence of Section 10.15.
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Related to Realignment Transactions

  • Replacement Transaction means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for Party B the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transaction, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.

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

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Payment Transaction means an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee;

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Significant Transaction means a transaction which meets any one of the tests below:

  • 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.

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • 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.

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

  • Co-Investment Transaction means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Relevant Transaction has the meaning specified in Section 2.05(b)(ii).

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • 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.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision: