Reorganisation or Merger definition

Reorganisation or Merger means a merger or spin-off (“Pizul”) (within the meaning of the term in Part E2 of the Israeli Income Tax Ordinance [New Version], 1961 or the Companies Law or any provision of law replacing any of the aforegoing) or any equivalent action in Jersey (in the case of XXX) or the swap of assets for shares, within the meaning of said Part E2 or otherwise.
Reorganisation or Merger means: (a) a merger or spin-off (“Pizul”) (within the meaning of Part E2 of the Income Tax Ordinance [New Version], 1961 or the Companies Law, 1999 or any provision of law replacing the foregoing) or any equivalent action in the United States of America; (b) the swap of assets for shares, within the meaning of the said Part E2 or otherwise; and/or (c) any similar [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Related to Reorganisation or Merger

  • Reorganisation means (without limitation) any transaction, deemed transaction, step, procedure or agreement, including (but without limitation) the transfer, distribution, contribution or settlement of assets and/or liabilities.

  • 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.

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

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

  • 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.

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

  • Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

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

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

  • Merger has the meaning set forth in the Recitals.

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

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • OBCA means the Business Corporations Act (Ontario);

  • Mergers has the meaning set forth in the Recitals.

  • Consolidation means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

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

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

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

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

  • Business Combination Transaction means:

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • Organisation means a legal body which exists separately and distinctly from its members and includes companies, building societies, community benefit societies, local authorities and so on and also for the purposes of these Rules includes unincorporated organisations such as social clubs, branches of political parties or trade unions and other voluntary bodies.

  • Scheme of Arrangement means a scheme of arrangement, share for share exchange or analogous procedure.

  • Reconstruction means the replacement of components of an existing facility to such an extent that:

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Reclassification means the upgrading of a position to a higher classification as a result of the gradual increase of the duties being performed by the incumbent in that position.