Other Reorganization TRA Parties definition

Other Reorganization TRA Parties means the KKR Reorganization TRA Parties, the SLP Reorganization TRA Parties and the TCV Reorganization TRA Parties.
Sample 1

Related to Other Reorganization TRA Parties

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

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

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

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

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

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

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

  • 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.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Business Combination Transaction means:

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

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

  • 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.

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • 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.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

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

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

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

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

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

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