Reorganization Step Plan definition

Reorganization Step Plan shall have the meaning set forth in Section 3.1.
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Reorganization Step Plan means that certain document titled “Pentair plc – Project Metric - Step Plan”, dated April 25, 2018, which describes the transactions involved in the Internal Reorganization, the Contribution, and the Distribution.
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Reorganization Step Plan means the step plan issued by EY on 24 January 2020 in relation to the Reorganization Steps, as updated on 15 April 2020, which is appended in Schedule 5.2(B). Representations and Warranties Agreement means the representations and warranties agreement entered into on the date hereof by the Vendors, the Purchaser Parent and the Purchasers. Representatives means, in relation to a Party, its Affiliates and their respective directors, officers, employees, agents, auditors, consultants and advisers.
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Examples of Reorganization Step Plan in a sentence

  • The Tax treatment of the Separation Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Tax Opinions, any Rulings, and the Reorganization Step Plan, taking into account the jurisdiction in which such Tax Returns are filed.

  • The Tax treatment of the Separation Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Tax Opinion and Internal Reorganization Step Plan, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no reasonable basis for such Tax treatment.

  • The Seller shall not, and shall cause the Company Entities not to, make modifications to or deviate from the Internal Reorganization Step Plan with respect to the Internal Reorganization, in each case, without the Buyer’s prior written consent (not to be unreasonably withheld).

  • Schedule 2.1(a) Internal Reorganization Step Plan In consideration of the Spin-Off, effective as of the Business Transfer Time, the following steps shall be consummated (and deemed consummated) in the following order: Step 1: Cogint shall contribute to SpinCo all of the outstanding equity interests of the SpinCo Subsidiaries that are directly owned by Cogint.

  • On or prior to the Closing Date and prior to the Effective Time, TRA shall cause the Reorganization to occur substantially in accordance with the Reorganization Step Plan, including executing and filing all necessary and appropriate documents, in form and substance reasonably acceptable to SPAC, with the appropriate Governmental Authorities.

  • Any amendments to the Reorganization Step Plan shall only be made by the mutual agreement of the Parties (not to be unreasonably withheld, conditioned or delayed).

  • The Parties agree to take, or cause the members of their respective Groups to take, prior to the Distribution, all actions necessary, subject to the terms of this Agreement, to effectuate the Reorganization (such documentation necessary to effect the Reorganization, the “Reorganization Documents ”) as set forth on Schedule 3.1 (the steps of the Reorganization being referred to herein as the “ Reorganization Step Plan ”), and as updated by Dover from time to time.

  • All of the foregoing documents contemplated by this Section 2.1(b) (including any documents entered into between or among any of the Parties or members of their respective Groups to implement or in furtherance of the Internal Reorganization in accordance with the Internal Reorganization Step Plan prior to the date hereof) shall be referred to collectively herein as the “Transfer Documents.” Confidential Treatment Requested by WK Xxxxxxx Co Pursuant to 17 C.F.R. Section 200.83 (c) Misallocations.


More Definitions of Reorganization Step Plan

Reorganization Step Plan means that certain document titled [•], dated [•], 2018, which describes the transactions involved in the Internal Reorganization, the Contribution, and the Distribution.
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Related to Reorganization Step Plan

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

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

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

  • 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.

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

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

  • Steps Plan means a plan evidenced by Eligible Information contemplating that there will be a series of successions to some or all of the Relevant Obligations of the Reference Entity, by one or more entities.

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

  • 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.

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

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

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

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

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

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

  • 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.

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

  • Exempt Newco Scheme means a Newco Scheme where, immediately after completion of the relevant Scheme of Arrangement, the ordinary shares or units or equivalent of Newco (or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco) are (i) admitted to trading on the Relevant Stock Exchange or (ii) admitted to listing on such other Regulated Market as the Issuer or Newco may determine;

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

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

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

  • 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.

  • Business Combination Transaction means:

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Chapter 11 Plan means a plan of reorganization or liquidation filed in any of the Chapter 11 Cases under Section 1121 of the Bankruptcy Code.