Stage Two Reorganization definition

Stage Two Reorganization means the reorganization of the capital, ownership, and organizational structure of the Group Companies, including: (i) change of the shareholding structure of the PRC Subsidiary such that the HK Subsidiary is the sole shareholder of the PRC Subsidiary; (ii) incorporation of the ICP Company and change of the shareholding structure of the ICP Company such that the nominee shareholder designated by the Investor and the nominee shareholder designated by the Company are the sole shareholders of the ICP Company; (iii) execution of the Stage Two Restructuring Agreements and (iv) asset transfers between the PRC Subsidiary and the ICP Company pursuant to the Asset Transfer Agreement.
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Related to Stage Two Reorganization

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

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

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

  • 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.

  • 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);

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

  • 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.

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

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

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

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

  • 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.

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

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

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

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

  • Business Combination Transaction means:

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Reverse Split has the meaning set forth in Section 5.21.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Company Merger shall have the meaning given in the Recitals.