Sphinx Pre-Closing Restructuring Documents definition

Sphinx Pre-Closing Restructuring Documents means any deed, bill of sale, endorsement, assignment, certificate, local transfer agreement or other instrument of conveyance and assignment as may be necessary or advisable to consummate the Sphinx Pre- Closing Restructuring in accordance with Schedule 2.8(a) of the Sphinx Disclosure Letter in each case in customary form and compliant with applicable Law.
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Sphinx Pre-Closing Restructuring Documents means any deed, xxxx of sale, endorsement, assignment, certificate, local transfer agreement or other instrument of conveyance and assignment as may be necessary or advisable to consummate the Sphinx Pre-Closing Restructuring in accordance with Schedule 2.8(a) of the Sphinx Disclosure Letter in each case in customary form and compliant with applicable Law.
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Examples of Sphinx Pre-Closing Restructuring Documents in a sentence

  • Sphinx shall present for Arion’s review and comment drafts of any applicable Sphinx Pre-Closing Restructuring Documents within a reasonable time frame (but in any event, no later than five Business Days) prior to their anticipated execution or effectiveness.

Related to Sphinx Pre-Closing Restructuring Documents

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

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

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

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

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • 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 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.

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

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

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Debt Financing Documents means the agreements, documents and certificates contemplated by the Debt Financing.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

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

  • 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.

  • Bidding Documents means the set of Bidding Documents that preceded the placement of the Contract of which these GCC form a part, which were sold or issued by the Purchaser to potential Bidders, and in which the specifications, terms and conditions of the proposed procurement were prescribed.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

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

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.