Holdco Reorganization definition

Holdco Reorganization means the reorganization of Walgreens into a holding company structure pursuant to the merger of a newly formed, wholly owned subsidiary of Walgreens Boots Alliance with and into Walgreens, resulting in Walgreens, as the surviving company in such merger, becoming a wholly owned subsidiary of Walgreens Boots Alliance and Walgreens’ common shareholders becoming shareholders of Walgreens Boots Alliance.
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Holdco Reorganization has the meaning set forth in the recitals to this Agreement.
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Holdco Reorganization has the meaning specified in Section 11.22.
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Examples of Holdco Reorganization in a sentence

  • In accordance with Section 5.1 and Section 9.1(1) of the Indenture, effective simultaneously with the Holdco Reorganization, the Company hereby expressly assumes the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of Oshkosh under the Indenture.

  • Notwithstanding the foregoing, if the Holdco Reorganization is consummated on or prior to the Alliance Boots Acquisition Closing Date, the obligations of Walgreens under the Parent Guarantee will automatically and unconditionally be released and discharged.

  • This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware (except that the Cayman Companies Act shall apply to the Merger and applicable Dutch Law shall apply to the Company Share Exchange and the Holdco Reorganization).

  • In accordance with Section 5.1 and Section 5.2 of the Indenture, effective simultaneously with the Holdco Reorganization, the Company shall succeed to, and be substituted for, and may exercise every right and power of, Oshkosh under the Indenture, with the same effect as if the Company had been named as “the Company” or “the Issuer” therein.

  • The consummation of the Holdco Reorganization and the Exchanges shall be a condition precedent to the consummation of the Merger.

  • The Management Sellers shall deliver to Buyer duly executed copies of all documents effecting and facilitating the Management Holdco Reorganization no later than two (2) Business Days after execution thereof.

  • The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Company may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agent and each Lender (other than to effectuate a Holdco Reorganization in accordance with this Agreement).

  • However, if following the date hereof, Verigy reasonably determines that it does not wish to pursue either or both of the Holdco Reorganization or the Selective Capital Reduction, Verigy shall consult with LTX-Credence regarding the reasons for such determination and thereafter Verigy may withdraw or abandon such transaction(s) with the prior written consent of LTX-Credence, which shall not be unreasonably withheld, conditioned or delayed.

  • So long as the Holdco Reorganization is consummated on or prior to the Alliance Boots Acquisition Closing Date, the Walgreens Guarantee shall for any reason cease (other than in accordance with the terms hereof) to be valid and binding on Walgreens, or Walgreens shall so state in writing.

  • By virtue of the Holdco Reorganization and without any action by any holders of equity awards, Holdco shall assume all Verigy stock plans and the Verigy Employee Shares Purchase Plan, as amended (the “Verigy Assumed Plan(s)”), with such assumption to be effective at the Effective Time.


More Definitions of Holdco Reorganization

Holdco Reorganization means (a)(i) the formation of a direct wholly owned subsidiary of Primo (“New Parent”); (ii) the formation of a direct wholly owned subsidiary of New Parent (“Merger Sub”); (iii) the merger of Primo with Merger Sub such that, following such merger, Primo will be a direct, wholly owned subsidiary of New Parent, (iv) the making of any filings with, and receipt of any consents from, the SEC or any other Governmental Authority required or reasonably advisable in connection with the foregoing, (v) the registration of the shares of New Parent with NASDAQ, and (vi) the joinder by New Parent to this Agreement as a Guarantor and to the Pledge and Security Agreement as a “Grantor” and the delivery of such opinions, certificates and other documents as the Administrative Agent shall reasonably request, in each case, on terms and subject to documentation satisfactory to the Administrative Agent and Requisite Lenders or (b) an alternative reorganization that is satisfactory to Administrative Agent and the Requisite Lenders in their sole discretion, including, without limitation, with respect to the terms, conditions and documentation applicable to such reorganization, and that results in New Parent directly owning all of the outstanding Capital Stock of Primo and all such Capital Stock of Primo being subject to a perfected First Priority Lien in favor of the Collateral Agent.
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Holdco Reorganization the formation of a corporation (“Holdco”) and either (a) the transfer to Holdco of not less than 95% of the Capital Stock of the Borrower or (b) the merger of the Borrower into a Wholly Owned Subsidiary of Holdco provided that the Borrower is the continuing or surviving Person of such merger.
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Holdco Reorganization means the merger of a wholly owned Domestic Subsidiary of Cogent Holdco with and into the Company pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, with the Company continuing as the surviving corporation.
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Related to Holdco 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.

  • 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.

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

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

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

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

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

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

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

  • 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.

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

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

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

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

  • Company Merger has the meaning set forth in the recitals hereto.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Mergers has the meaning set forth in the Recitals.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • Business Combination Transaction means:

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

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

  • Permitted Merger shall have the meaning set forth in Section 3.01.

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

  • 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.

  • First Merger shall have the meaning given in the Recitals hereto.