Tax Restructuring Transactions definition

Tax Restructuring Transactions means the series of transactions to be consummated by the Company and its Subsidiaries in which (a) Greif Luxembourg Holding will become the owner, directly or indirectly, of Xxxxx XX Management LLC, Xxxxx XX-Management II LLC, Greif CV1, Greif International Holding Supra II C.V. and the other Persons that are organized under the laws of The Netherlands that are owned directly or indirectly by GNH (such transactions described in this clause, collectively, “Step One”) and (b) one or more of Xxxxx XX Management LLC, Xxxxx XX-Management II LLC, Greif CV1, Greif International Holding Supra II C.V., Greif International Holding (but only so long as the Company has provided notice to the Administrative Agent pursuant to Section 2.16(e) that the Company is terminating Greif International Holding as a Designated Borrower), and the other Persons that are organized under the laws of The Netherlands that are owned directly or indirectly by GNH may be dissolved, merged or amalgamated out of existence, all of which shall be consummated on terms and conditions, and pursuant to documentation, reasonably satisfactory to the Administrative Agent.
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Tax Restructuring Transactions means one or more taxable transactions pursuant to section 1123(a)(5)(D) of the Bankruptcy Code by which Reorganized LandCo Corporation shall, through one or more subsidiaries or affiliated partnerships, and as described in the Plan Supplement, acquire the assets of Tropicana Las Vegas Holdings, LLC and the assets of certain of Tropicana Las Vegas Holdings, LLC’s LandCo Debtor Affiliates in exchange for: (a) the Reorganized LandCo Common Stock; and (b) the assumption of liabilities of Tropicana LasVegas Holdings, LLC and such Affiliates incurred after the Petition Date to the extent not paid on or prior to the Effective Date (other than liabilities for income taxes).
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Related to Tax Restructuring Transactions

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

  • 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 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).

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

  • 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.

  • 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.

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

  • 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.

  • 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.

  • 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:

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

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

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization entered into prior to, on or after the date hereof so long as such Permitted Tax Restructuring is not materially adverse to the holders of the Notes (as determined by the Company in good faith).

  • 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.

  • 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.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

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

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

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

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