Subsidiary Restructuring definition

Subsidiary Restructuring means the “Subsidiary Restructuring” transactions contemplated by, and set forth on,Section 6.21 of the Company Disclosure Letter.
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Subsidiary Restructuring means the transactions necessary to consolidate the Operating Subsidiaries consistent with the those described in the Plan Term Sheet including, but not limited to, the merger of ANMC and MSI with and into McCaw, the dissolution of Mobilfone and the Asset Transfer.
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Subsidiary Restructuring means the merger and/or conversion of certain Subsidiaries of the Parent in existence on the Closing Date, as more fully described on Schedule 1.03 annexed hereto.
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Examples of Subsidiary Restructuring in a sentence

  • In addition, SBC agrees that prior to the Closing it shall cause to occur the transactions specified on Schedule 4.22(a) of the SBC Disclosure Letter or shall cause to occur similar transactions such that the SBC Companies own all of the Business of SBC which shall be contributed to Newco in accordance with the terms of this Agreement (the "SBC Subsidiary Restructuring").

  • The BellSouth Companies shall not have any liabilities as a result of the BellSouth Subsidiary Restructuring that are not taken into account in the Calculation.

  • Each of Parent, the Company and Opco shall take all actions set forth on Section 6.21 of the Company Disclosure Letter to effectuate the Subsidiary Restructuring and the Pre-Closing Restructuring.

  • Borrower, the Subsidiary Guarantors and the Lenders signatory hereto agree to amend the definition of Consolidated Net Income and to waive certain provisions identified below under the Credit Agreement in order to permit the Luxemburg Restructuring (as defined below) and the Foreign Subsidiary Restructuring (as defined below), subject to the terms and conditions of this Amendment.

  • The SBC Companies shall not have any liabilities as a result of the SBC Subsidiary Restructuring that are not taken into account in the Calculation.

  • In addition, BellSouth agrees that prior to the Closing it shall cause to occur the transactions specified on Schedule 4.22(b) of the BellSouth Disclosure Letter or shall cause to occur similar transactions such that the BellSouth Companies own all of the Business of BellSouth which shall be contributed to Newco in accordance with the terms of this Agreement (the "BellSouth Subsidiary Restructuring").

  • Restricted Payment; Restricted Subsidiary; Restructuring Credit Facility; Revolving Credit Facility; Sale/Leaseback Transaction; Secured Indebtedness; Significant Subsidiary; Strategic Assets; Subordinated Obligation; Term Loan Facility; Total Assets; Unrestricted Subsidiary; and Vendor.

  • Except as contemplated by the Foreign Subsidiary Restructuring, merge or consolidate with, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now or hereafter acquired) to, any Person, acquire all of the stock or all or substantially all of the assets or the business of any Person (except pursuant to a Permitted Acquisition) or liquidate, wind up or dissolve or suffer any liquidation or dissolution.


More Definitions of Subsidiary Restructuring

Subsidiary Restructuring means (i) the non-cash transfer of the ownership interests held by GMT or any other Subsidiary of the Company in Gassonic AS, General Monitors Pacifica Pte Ltd., Wuxi General Monitors Co Ltd and/or General Monitors (HK) Co Ltd., and (ii) the non-cash transfer of the ownership interests held by General Monitors, LLC or any other Subsidiary of the Company in General Monitors Systems Asia Pte Ltd., in each case, to any other Subsidiary of the Company.
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Subsidiary Restructuring means the restructuring of the Subsidiaries in the manner described in PART 11.1 OF ANNEX 3 with such changes thereto which shall be approved by the Required Holders. SUBSIDIARY STOCK -- Section 7.7(b). SUBSIDIARY SUBORDINATED GUARANTEES -- Section 3.6.
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Subsidiary Restructuring means the transactions set forth in the slide deck, previously delivered to the Administrative Agent, titled “Zynga Inc. International operating model realignment April 2020 DRAFT for discussion purposes only”.
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Subsidiary Restructuring shall have the meaning set forth in Section 4.22(b). "Target BellSouth Net Debt" $3,150,000,000.
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Subsidiary Restructuring means the merger and/or conversion of certain Subsidiaries of the Parent in existence on the Closing Date, as more fully described on S chedule 1.03 annexed hereto.
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Subsidiary Restructuring means the “Subsidiary Restructuring” transactions contemplated by, and set forth on, Section 6.21 of the Company Disclosure Letter.
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Related to Subsidiary Restructuring

  • 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;

  • 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.

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization (as determined by the Company in good faith) so long as such Permitted Tax Restructuring is not materially adverse to the Holders of the Notes.

  • 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.

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