Seller Restructuring definition

Seller Restructuring shall have that meaning set forth in Section 5.9 hereof.
Sample 1
Seller Restructuring means (i) the issuance of shares in the capital of Besso Insurance or Ed Broking to any member of the Seller's Group, and (ii) the issuance of shares in the capital of a Group Company to another Group Company, in each case in connection with the capitalisation of any debt owed by any Group Company to any member of the Seller's Group or by any Group Company to another Group Company, and carried out prior to Completion in accordance with applicable Law.
Sample 1
Seller Restructuring means the restructuring undertaken by Seller to alter the holding structure of the Studio 1+1 and Kino Group in connection with the transaction contemplated by the Amended and Restated Framework Agreement;
Sample 1

Examples of Seller Restructuring in a sentence

  • Such portion of Seller Restructuring Plan Costs that is designated to be incurred by a Company Group Entity in the Seller Restructuring Costs Schedule shall be referred to as “Company Portion Seller Restructuring Plan Costs”.

  • Except for the accounting for the contribution, transfer and assumption of assets and liabilities pursuant to the 2001 Seller Restructuring and the Intercompany Transaction, since December 31, 2000, there has been no change in the accounting methods or practices of Seller or Traex relating to the Acquired Business.

  • For each employee severed in a Seller Restructuring Action who is entitled to receive severance under the Asia/EMEA Policies, the Restructuring Cost Savings of such severance would be the severance that would have been payable to such employee by the Business Entities under the Asia/EMEA Policies had such employee remained employed through the Closing Date (assumed to be June 30, 2005).

  • Except with respect to any and all Transfer Taxes otherwise addressed in the definitions of Shared Restructuring Taxes, Seller Restructuring Taxes and Purchaser Restructuring Taxes, any and all applicable Transfer Taxes and notary fees shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by the Seller.

  • The consummation by Seller or Traex of the Intercompany Transaction and the 2001 Seller Restructuring has been duly and validly authorized by all necessary corporate action and requisite stockholder or shareholder action, on the part of Seller and Traex, and no additional corporate action on the part of Traex or Seller was necessary in order to authorize or consummate the Intercompany Transaction and the 2001 Seller Restructuring.

  • Notwithstanding any other provision contained herein to the contrary, Seller shall be permitted to transfer the Shares to New SAC or any Affiliate of Seller, upon which the parties shall amend this Agreement to add New SAC or such Affiliate and delete Seller as parties hereto such that, thereafter, the term "Seller" shall refer in all instances to New SAC or such Affiliate rather than Seller ("Restructuring").

Related to Seller Restructuring

  • 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.

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

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

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

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

  • 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.

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

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

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

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

  • 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.

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

  • 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.

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

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

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

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.