UK Reorganization definition

UK Reorganization means the transfer of any employees of the Acquired Companies in the United Kingdom from such Acquired Companies pursuant to the Transfer Regulations, or otherwise, in the twenty-four (24) month prior to the date of this Agreement.
UK Reorganization means the reorganization of certain of the ----------------- United Kingdom companies owned by the Seller (including, without limitation, Chivas Brothers Limited and Chivas 2000 Unlimited) occurring on or about October 27, 2000, details of which were disclosed in the data room.
UK Reorganization collectively, the transactions substantially as described to the Administrative Agent on or prior to the Fourth Amendment Effective Date.

Examples of UK Reorganization in a sentence

  • In the event of the UK Reorganization, one of the UK Reorganization Conditions is the pledging of the UK Holdco Note pursuant to the Intercompany Pledge Agreement.

  • Notwithstanding the forxxxxxx, xx xxl times from and after the UK Reorganization, (1) the Borrower shall own all of the Capital Stock of GVCC, (2) GVCC shall own all of the Capital Stock of UK Holdco, and (3) UK Holdco shall own all of the Capital Stock of Spandex, subject to the Existing Spandex Stock Pledge.

  • In the event of a Reorganization, then from and after the UK Reorganization Date, the parties agree to use their commercially reasonable efforts, including without limitation, to diligently cooperate with, and assist each other, to cause a sale of the Remaining Business for the benefit of Purchaser and all such proceeds from such sale(s) shall be paid directly to Purchaser.

  • A certificate of a Responsible Officer of the Company certifying that the Fabrinet UK Reorganization has been consummated.

  • Notwithstanding anything to the contrary herein, Sellers and Purchaser hereby covenant and agree to use their respective commercially reasonable efforts to cause the UK Closing to occur prior to the UK Reorganization Date, which shall include, without limitation, diligently cooperating with, and assisting each other, to obtain all of the UK Consents.

  • Each Lender (such Lenders constituting the Required Lenders) party hereto (i) consents to the terms of this Amendment as set forth in Exhibit A hereto and (ii) consents to the UK Reorganization.

  • Upon satisfaction of the conditions precedent set forth in Section 8 below, the Lenders hereby consent to the UK Reorganization.

  • Dispositions in connection with the consummation of the Canadian Reorganization or the UK Reorganization, as applicable.

  • The parties shall cause the UK Reorganization to occur at least one (1) Business Day prior to the Closing Date.

  • Restricted Payments in connection with the consummation of the Canadian Reorganization or the UK Reorganization, as applicable.


More Definitions of UK Reorganization

UK Reorganization means, collectively, the following, proposed to be accomplished by the Borrower upon and subject to satisfaction of the UK Reorganization Conditions, but effective March 1, 2001: (i) transfer, expressly subject to the Existing Spandex Stock Pledge, to a United States of America Subsidiary, Gerber Venture Capital Corp. ("GVCC"), which will be a holding company and a Material Domestic Subsidiary, all of the capital stock of Spandex, as a capital contribution to GVCC (the "First Spandex Stock Transfer"); (ii) cause GVCC to transfer, expressly subject to the Existing Spandex Stock Pledge, to a newly created United Kingdom Subsidiary, GERBER SCIENTIFIC UK LTD. ("UK Holdco"), which will be a holding company and a Material Foreign Subsidiary, all of the capital stock of Spandex (the "Second Spandex Stock Transfer", and together with the First Spandex Stock Transfer, the "Spandex Stock Transfers"), in exchange for all of the capital stock of UK Holdco, and a note of UK Holdco in the amount (denominated in British pounds sterling and euros) of approximately the equivalent of $90,000,000 (the "UK Holdco Note"); and (iii) the execution and delivery by the Borrower to UK Holdco of the UK Holdco Subordinated Indemnification Agreement.
UK Reorganization shall have the meaning assigned to such term in Section 5.18.

Related to UK Reorganization

  • 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.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

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

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

  • 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.

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

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

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

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

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

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

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

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

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

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

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • 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.

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

  • 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.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • 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.

  • Mergers has the meaning set forth in the Recitals.

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