Reorganization Steps Plan definition

Reorganization Steps Plan shall have the meaning set forth in the recitals.
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Reorganization Steps Plan means the steps plan attached hereto as Exhibit B (as may be amended from time to time in accordance with Section 6.14).
Sample 1

Examples of Reorganization Steps Plan in a sentence

  • From and after the closing of the Merger, in the event that at any time or from time to time (whether prior to, at or after the Distribution Effective Time), one Party hereto (or any member of such Party’s Group) shall incur any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to the Reorganization Steps Plan, such Party shall be indemnified pursuant to Article IV by the Party responsible therefor.

  • Immediately following the effective time of the Merger, the Parties hereto shall engage in and effectuate the Separation Transactions as set forth in the Reorganization Steps Plan, in the manner described, and in the sequence set forth, therein.

  • Census conducts bilateral reconciliation with CBP, the USKPA and its trading Partners up to five years from the date of issuance on a KP Certificate and export from the United States.

Related to Reorganization Steps Plan

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

  • Reorganization Transactions shall have 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 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.

  • 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 Agreement has the meaning set forth in the recitals.

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

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

  • 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.

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

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

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

  • 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;

  • Mergers has the meaning set forth in the Recitals.

  • 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.

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

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

  • Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders of the Issuer immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Issuer; provided that (i) only 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 issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of the Scheme of Arrangement; (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Issuer; (iv) all Subsidiaries of the Issuer immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are Subsidiaries of the Issuer (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Issuer (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity share capital of those Subsidiaries as was held by the Issuer immediately prior to the Scheme of Arrangement;

  • 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.

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

  • 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.

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

  • Business Combination Transaction means: