Reorganization, etc definition

Reorganization, etc means that either of the following events that involves the transfer of the Company’s obligations under Bonds and/or Stock Acquisition Rights to another company is approved at a general meeting of shareholders of the Company (or a meeting of the Board of Directors if a resolution of the general meeting of shareholders is not required): (i) a merger of the Company and another company (including consolidation-type merger and absorption-type merger, but excluding a case where the Company is a surviving company; the same shall apply hereinafter), (ii) a transfer of assets (limited to cases where all or substantially all of the Company’s assets are sold or transferred to another company, and the Company’s obligations under Bonds with Stock Acquisition Rights are transferred to or succeeded to by another company in accordance with the conditions of such sales or transfer), (iii) a company split (including incorporation-type company split and absorption-type company split, but is limited to a case where the Company’s obligations under Bonds with Stock Acquisition Rights are transferred to or succeeded to by another party to such split), (iv) a share exchange or a share transfer (limited to cases where the Company becomes a wholly owned subsidiary of another company; the same shall apply hereinafter), or (v) other corporate reorganization procedures under Japanese law.
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Examples of Reorganization, etc in a sentence

  • Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc.

  • In such case, the number of shares of Common Stock, and the exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance with the terms of the Warrants.6.1.3 Replacement of Securities upon Reorganization, etc.

  • To hold any security, debt instrument or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise; (f) Reorganization, etc.

  • Period during which the Stock Acquisition Rights may be exercised: From the effective date of the Reorganization, etc.

  • In such case, the number of Ordinary Shares, and the exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance with the terms of the Warrants.6.1.3 Replacement of Securities upon Reorganization, etc.

  • Amount of Assets to be Contributed upon Exercise of the Stock Acquisition Rights The amount of assets to be contributed upon exercise of each stock acquisition right to be delivered shall, based on the consideration of conditions for the Reorganization, etc., be the amount obtained by multiplying the Exercise Price after reorganization, which is obtained by adjusting the Exercise Price set forth in 3.

  • Policies after the Tender Offer and Future Prospects (1) Policies after the Tender Offer The policies after the Tender Offer are as stated in “(II) The Post-Tender Offer Direction and Expected Outcomes” in “(2) Background Leading up to, Purposes of, and Decision-making Process for, the Tender Offer, and the Post-Tender Offer Management Policies,” and “(5) Policies regarding Reorganization, etc.

  • Course of events up to October 24, 2012 According to the Target Company, on September 28, 2012, the Target Company received from Sumitomo and KDDI an initial general explanation regarding their intention to conduct the Tender Offer and a series of proposed procedures (collectively, the “Transaction”) as described in “(5) Policy on Reorganization, etc.

  • If the Corporation at any time after the Initial Issuance Date combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Series D Conversion Price in effect immediately prior to such combination will be proportionately increased.8.1.2.Adjustment for Merger or Reorganization, etc.

  • Sale of Assets, ------------------------------------------------------ Reorganization, etc.

Related to Reorganization, etc

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

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

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

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • 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.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

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

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • 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.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

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

  • Merger has the meaning set forth in the Recitals.

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

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

  • Recapitalization Agreement shall have the meaning set forth in the recitals hereto.

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Reclassification Event means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 4.1(e)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Reclassification means the upgrading of a position to a higher classification as a result of the gradual increase of the duties being performed by the incumbent in that position.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.