Specified Reorganization definition

Specified Reorganization any transaction or series of transactions pursuant to which one or more intermediate holding companies between the Parent and the Borrower (each, an “Intermediate Holdco”) is established.
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Specified Reorganization means the reorganization of the Loan Parties as set forth on Schedule 1.03, which reorganization shall be consummated and effective after the Amendment No. 1 Effective Date.”
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Specified Reorganization any transaction or series of transactions pursuant to which the Parent and Holdings will be merged or otherwise combined, with the Parent being the sole surviving corporation of such transaction(s).
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Examples of Specified Reorganization in a sentence

  • Notwithstanding anything herein to the contrary, the parties hereto acknowledge and consent to the Specified Reorganization, which is more fully described in Schedule 1.03.

  • So don’t try to short change the Lord.”8 The evangelist knows what scripture to quote to elicit a favorable response—for his payment is in this offering.9Floyd was familiar with the pacing and dramatic nature of southern revivals.

  • The closing of the transaction of purchase and sale contemplated by Section 4.2 hereof shall be deemed to have occurred immediately prior to the effective time of the Specified Reorganization, and each Shareholder who has not delivered a Decline Notice shall be deemed to have transferred to Putco all of the Shareholder's right, title and interest in and to such Class A Preferred Shares and Class B Preferred Shares and shall cease to be a holder of such Class A Preferred Shares and Class B Preferred Shares.

  • It is acknowledged that the first step of the Specified Reorganization was the dissolution of GGP, Inc.

  • Defendant and Class Counsel may, in their sole and exclusive discretion, elect to extend any or all of the deadlines stated in Paragraph 13 of this Order.

  • These requirements also apply to all entities that become the FHA-insured Borrower by a Transfer of Physical Assets (TPA), reorganization, re-domestication or restructuring of the Borrower entity.

  • If (i) a Specified Reorganization Notice has been delivered by a Specified Reorganization Notifying Party and (ii) the Specified Approval is received prior to the consummation of the Specified Reorganization, then the Partnership shall not be obligated to, and shall not, consummate a Specified Reorganization.

  • Section 176A of the Commonhold and Leasehold Reform Act 2002 (also added by Transfer of Tribunal Functions Order 2013/1036 Sched.

  • If the complainant is requested to make additions and corrections to the complaint, the processing time shall be calculated from the date when the complainant completes the additions and corrections.


More Definitions of Specified Reorganization

Specified Reorganization set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
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Specified Reorganization has the meaning provided in the Support Agreement.
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Specified Reorganization means the dissolution, liquidation or winding-up of any of IPF, the Corporation, PMI or Pubco or any reorganization of any of IPF, the Corporation, PMI or Pubco by way of (a) amalgamation, plan of arrangement, merger, reconstruction, reorganization or consolidation, (b) transfer, sale, distribution or lease of any material undertaking, property or assets out of the ordinary course of business, or (c) other fundamental change to their respective constitutions or business and affairs, excluding in each case either (x) the Conversion provided it includes either the Conversion Exchange or the transactions specified in Section 6.2(c), as applicable, or (y) a transaction which has been approved in writing by the Shareholders’ Representatives.
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Specified Reorganization means, collectively, those certain transactions identified to the Administrative Agent and the Lenders on or prior to the Fourth Amendment Effective Date pursuant to which (i) the issued and outstanding Stock of Livent Switzerland GmbH (f/k/a FMC Switzerland IV GmbH) currently held by Livent will be transferred, directly or indirectly, to Livent’s wholly-owned direct subsidiary, Livent Lithium Foreign HoldCo B.V. (f/k/a FMC Lithium Foreign HoldCo BV) (“Lithium BV”) and (ii) the issued and outstanding Stock of Livent Singapore Pte. Ltd. (f/k/a FMC Singapore PTE Limited) currently held by Livent and by Lithium BV will be, and, through a series of subsequent transfers of the Stock of such UK limited company, become, transferred, directly or indirectly, to a newly created UK limited company that will be a wholly- owned indirect subsidiary of Livent that is 99.99% indirectly owned by Lithium BV. (b) Section 6.04(d)(xvii) of the Credit Agreement is hereby amended by deleting the word “and” at the end thereof. (c) Section 6.04(d)(xviii) of the Credit Agreement is hereby amended by deleting the period at the end thereof and replacing it with “; and”. (d) Section 6.04(d) of the Credit Agreement is hereby amended by inserting the following as a new paragraph (xix) thereof: “(xix) to the extent constituting Investments, the transactions in respect of the Specified Reorganization.” (e) Section 6.04(e)(xi) of the Credit Agreement is hereby amended by deleting the word “and” at the end thereof. (f) Section 6.04(e)(xii) of the Credit Agreement is hereby amended by deleting the period at the end thereof and replacing it with “; and”. (g) Section 6.04(e) of the Credit Agreement is hereby amended by inserting the following as a new paragraph (xiii) thereof: “(xiii) to the extent constituting Dispositions, the transactions in respect of the Specified Reorganization.” SECTION 3.
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Specified Reorganization has the meaning specified in Section 7.22 of the Partnership Disclosure Schedule.
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Specified Reorganization means any reorganization, merger, sale, conveyance, transfer, lease, transaction, agreement or other arrangement occurring on or after the date of the issuance of this Note which results in the Company or any of its controlled Affiliates becoming, or being required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
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Related to Specified Reorganization

  • 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.

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

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

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

  • 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.

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

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

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

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

  • 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.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

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

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

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

  • Business Combination Transaction means:

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • 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.

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

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

  • 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.

  • Specified Acquisition Period means a period elected by the Borrower that commences on the date elected by the Borrower, by notice to the Administrative Agent, following the occurrence of a Specified Acquisition and ending on the earliest of (a) the third Quarterly Testing Date occurring after the consummation of such Specified Acquisition, (b) the date designated by the Borrower as the termination date of such Specified Acquisition Period, or (c) the Quarterly Testing Date on which the Borrower is in compliance with Section 7.09 as such compliance is determined as if such period was not a Specified Acquisition Period; provided, in the event the Leverage Ratio exceeds 5.00 to 1.00 as of the end of any Fiscal Quarter in which a Specified Acquisition has occurred, the Borrower shall be deemed to have so elected a Specified Acquisition Period with respect thereto on such last day of such Fiscal Quarter, and provided, further, following the election (or deemed election) of a Specified Acquisition Period, the Borrower may not elect (or be deemed to have elected) a subsequent Specified Acquisition Period unless, at the time of such subsequent election, the Leverage Ratio does not exceed 5.00 to 1.00; and provided further with respect to a Specified Acquisition by an Unrestricted Subsidiary or a joint venture, a Specified Acquisition Period may be elected by the Borrower (or may be deemed elected by the Borrower) only if the consideration for such Specified Acquisition is raised by the Borrower or a Subsidiary. Only one Specified Acquisition Period may be elected (or deemed elected) with respect to any particular Specified Acquisition.