Holding Company Restructuring definition

Holding Company Restructuring means the corporate restructuring consisting of the transactions set forth in Section 6.2, as such transactions may be modified at the election of REI as contemplated by Section 6.5.
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Holding Company Restructuring means the restructuring transactions described in Article 6.9 of the Plan.
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Holding Company Restructuring has the meaning set forth in the recitals hereto.
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Examples of Holding Company Restructuring in a sentence

  • Furthermore, from and after the Holding Company Restructuring and after an assignment of this Employment Agreement to the Subsidiary or any other existing or future direct or indirect subsidiary of the Company, this Employment Agreement may be reassigned to the Company.

  • REI currently intends, following the consummation of the IPO, to complete the Holding Company Restructuring as promptly as practicable after the IPO Closing Date.

  • Xx connection with the Holding Company Restructuring, REI shall cause the Genco Assets to be contributed to Gencx XX, xxee and clear of the lien of the Mortgage and all other liens and security interests securing Indebtedness, and shall cause Gencx XX xx assume the Genco Liabilities.

  • REI intends to cause the Holding Company Restructuring described in this Article VI to occur as soon as the conditions precedent set forth in Section 6.4 are satisfied.

  • In addition, REI may at any time and from time to time until the completion of the Holding Company Restructuring decide to abandon the Holding Company Restructuring or modify or change the terms of the Holding Company Restructuring including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Holding Company Restructuring.

  • The following are conditions to the Holding Company Restructuring.

  • REI shall, in its sole and absolute discretion, determine the date of the consummation of the Holding Company Restructuring and the steps therein and all terms thereof, including, without limitation, the form, structure and terms of any transaction(s) to effect the Holding Company Restructuring and the timing of and conditions to the consummation thereof.

  • Resources shall cooperate with REI in all respects to accomplish the Holding Company Restructuring and shall, at REI's direction, promptly take any and all actions necessary or desirable to effect the Holding Company Restructuring.

  • The number of Common Units and Preferred Units issuable in exchange for a single share of New Common Stock of Parent is referred to herein as the “Stock Exchange Rate.” If a Holding Company Restructuring is implemented, Holdings shall be deemed to be “Reorganized Parent”, and the Common Units and Preferred Units shall be deemed to be the “New Common Stock”, in each case for all purposes under this Plan.

  • As of immediately prior to the Closing and after giving effect to the Holding Company Restructuring, such Holding Company will be the owner, beneficially and of record, of all of the Non-Purchased Company Membership Interests set forth opposite its name on Schedule 3.1 free and clear of any Encumbrance (other than Permitted Securities Encumbrances).


More Definitions of Holding Company Restructuring

Holding Company Restructuring means the restructuring transactions described in Article V.I. hereof.
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Holding Company Restructuring means any merger, consolidation or similar transaction (including a share exchange under state law) or series of mergers, consolidations or similar transactions (including share exchanges pursuant to state law) involving the Company, its Restricted Subsidiaries and/or any other "person" (as defined in Section 13(d) of the Exchange Act) consummated principally for the purpose of reorganizing the Company's operations under a holding company structure where (a) the outstanding Voting Stock of the Company is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee corporation (the "New Holding Company"); provided, that the "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of the outstanding Voting Stock of the Company immediately prior to such transaction(s) own beneficially, directly or indirectly through one or more "persons" (as defined above), all of the total outstanding Voting Stock of the New Holding Company immediately after such transaction and (b) the Guarantee of each Subsidiary of the Company that becomes a Subsidiary of the New Holding Company as a result of such transaction shall not be terminated in connection with such transaction.
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Holding Company Restructuring means the restructuring contemplated by Schedule 1.1(cccc).
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Related to Holding Company Restructuring

  • 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.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Permitted Tax Restructuring means any reorganizations and other activities related to Tax planning and reorganization entered into prior to, on or after the date hereof (including the Transactions) so long as such Permitted Tax Restructuring is not adverse to the Lenders in any material respect (as reasonably determined by the Borrower in good faith); provided that the Transactions shall not be considered adverse to the Lenders, in any material respect.

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Bank Holding Company means a company registered as such with the Board of Governors of the Federal Reserve System pursuant to 12 U.S.C. §1842 and the regulations of the Board of Governors of the Federal Reserve System thereunder.

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • Holding Companies means, collectively, the Company and Holdings, and each is a “Holding 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.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • Qualified CFC Holding Company means a Wholly Owned Subsidiary of the Issuer that is a Delaware limited liability company that is treated as a disregarded entity for U.S. federal income tax purposes, the primary asset of which consists of Equity Interests in either (i) one or more Foreign Subsidiaries or (ii) a Delaware limited liability company the primary asset of which consists of Equity Interests in one or more Foreign Subsidiaries.

  • Restructuring has the meaning set forth in the Recitals.

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

  • Foreign Holding Company means any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries or other Foreign Holding Companies.

  • CFC Holding Company means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs.

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

  • Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

  • Restructuring Plan means the extrajudicial restructuring plan, filed with the Sao Paulo Bankruptcy and Reorganization Court on August 19, 2020 (the “Restructuring Plan Filing Date”), providing for the issuance of the Securities and of the New Notes in exchange for the restructuring of various financial debts of OEC and certain of its Affiliates, as duly amended from time to time.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Bank Holding Company Act means the Bank Holding Company Act of 1956, as amended.

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

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