TWE Restructuring Agreement definition

TWE Restructuring Agreement means the restructuring agreement by and among AOL Time Warner, Inc., AT&T Corp., Comcast Corporation and others, dated as of August 20, 2002.
Sample 1

Examples of TWE Restructuring Agreement in a sentence

  • Although the HSDA is an essential element of the TWE Restructuring Agreement, and appended as Appendix D thereto, the Applicants declined, without explanation, to submit it at the time they filed the TWE Restructuring Agreement.

  • We have industry expertise across the spectrum of state government operations, and as a result, we are able to structure our service offerings and our teams to create and deliver value-added solutions which truly have a measurable impact for our clients.

  • Indeed, on September 23, 2002, the Media Bureau “stopped” the Commission’s informal 180-day “clock” explicitlyto consider the TWE Restructuring Agreement.

  • The Applicants here have voluntarily submitted the TWE Restructuring Agreement to the Commission and have made it a centerpiece of their application.

  • First, the closing of the HSDA becomes necessary to the closing of the other elements of the TWE Restructuring Agreement, and the closing of all other aspects of the TWE Restructuring Agreement – including Commission approval pursuant to the Trust Document approved as a condition of the merger – becomes dependent upon the closingof the HSDA.

  • As a consequence, the document by its very terms makes the HSDA integral to and inseparable from the TWE Restructuring Agreement.

  • Applicants argue that the only document of concern to the Commission in this merger is the “TWETrust Agreement” which includes a “commit- ment to divest” but that the “TWE Restructuring Agreement” and, by extension, the HSDA, are “not material to the Commission’s consideration of the Applicant’s consideration to divest the TWE interest.” October 24 Letter at 2.The Commission’s staff has already recognized the importance of the TWE Restructuring Agreement.

  • It therefore bears witness to a conception of the firm that incorporates the views of the different stakeholders (Freeman and Reed, 1983).CSR has spread rapidly in listed companies since these latter have found themselves strongly encouraged to contribute, in one way or another, to sustainable development.

  • As to Applicant’s argument that the TWE Restructuring Agreement is outside the scope of the Commission’s merger review, the Commission’s staff have already answered this contenti on in the negative.

  • Of gravest concern is an issue Petitioners have repeatedly raised - whether the terms of the HSDA supercede those in the TWE Restructuring Agreement itself.

Related to TWE Restructuring Agreement

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

  • Factoring Agreement means an agreement by and between a Borrower or a Subsidiary of a Borrower and a Factoring Company pursuant to which a Borrower or such Subsidiary shall, pursuant to customary terms for the size and type of transaction involved, sell, transfer and assign its rights, title and interests in certain accounts receivable, specifically identified therein, to a Factoring Company.

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

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

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

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Existing Agreement has the meaning set forth in the recitals hereto.

  • 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.

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

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Restructuring Support Agreement means that certain Restructuring Support Agreement, made and entered into as of March 16, 2018, by and among the Debtors, the Consenting Creditors (as defined therein) party thereto from time to time, and the Consenting Sponsors (as defined therein) party thereto from time to time, as such may be amended from time to time in accordance with its terms.

  • Parent Agreement has the meaning given to it in Clause 12;

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

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

  • Support Agreement has the meaning set forth in the Recitals.

  • Divestiture Agreement means any agreement between Respondents and an Acquirer (or a Divestiture Trustee appointed pursuant to Paragraph III of this Order and an Acquirer) and all amendments, exhibits, attachments, agreements, and schedules thereto, related to any of the Assets To Be Divested that have been approved by the Commission to accomplish the requirements of this Order. The term “Divestiture Agreement” includes, as appropriate, the Associated Food Stores Divestiture Agreement, the AWG Divestiture Agreement, the Haggen Divestiture Agreement, and the Supervalu Divestiture Agreement.

  • Restatement Agreement means the Restatement Agreement to the Existing Credit Agreement dated as of June 30, 2017 by and among each of the Loan Parties party thereto, the Administrative Agent and the Lenders party thereto.

  • New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.

  • 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).

  • Original Financing Agreement means the development credit agreement for a Social Investment Program Project between the Recipient and the Association, dated April 7, 2003, as amended to the date of this Agreement (Credit No. 3740-BD).

  • Existing Management Agreement means that certain management agreement between the Seller and the Existing Manager for the operation and management of the Hotel.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Arrangement Agreement means the arrangement agreement dated as of April 18, 2019 between the Purchaser and the Company, including the schedules and exhibits thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented or restated.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.