Alternative Recapitalization definition

Alternative Recapitalization means an alternative transaction structure, including, without limitation, a plan of compromise and arrangement under the Companies’ Creditors Arrangement Act instead of or in conjunction with the Recapitalization, which alternative transaction would provide Shareholders with a financial result equivalent to or better than, on an after tax basis, the Recapitalization and is otherwise on terms and conditions no more onerous to the Shareholders than the Recapitalization.
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Alternative Recapitalization means an alternative transaction structure, including, without limitation, a plan of compromise and arrangement under the Companies’ Creditors Arrangement Act instead of or in conjunction with the Recapitalization, which alternative transaction provides for substantially the same treatment to all affected parties and the financial implications for the Noteholders are the same.
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Alternative Recapitalization means an alternative transaction structure, including, without limitation, a plan of compromise and arrangement under the CCAA instead of or in conjunction with the Note Exchange Transaction and (i) such alternative transaction provides the same treatment to the holders of the Notes and, subject to (ii) that follows, implements the Rights Offering, (ii) such alternative transaction provides no consideration to the existing Shareholders and the Shareholder consideration described in the term sheet to the Initial Support Agreement shall be added to the consideration of the holders of Notes, and (iii) such alternative transaction is initiated on or before August 31, 2011.
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Examples of Alternative Recapitalization in a sentence

  • The indicative terms of the Alternative Recapitalization Transaction as agreed among the Parties are set forth in this Agreement.

  • It is contemplated that certain shareholders may agree to vote (or cause to be voted) pursuant to customary voting agreements all of their Shares in all votes and in each vote in favor of the approval, consent, ratification and adoption of the Alternative Recapitalization Transaction, as the case may be (and any resolutions or actions required in furtherance of the foregoing which are, in each case, consistent in all material respects with the terms and conditions of the Plan).

  • In the event of any proposed Alternative Recapitalization that involves a plan under the CCAA in conjunction with or instead of the Plan under the CBCA, the references in this Agreement to the Plan shall be deemed to be changed to include or relate to, as the case may be, a plan under the CCAA.

  • In addition, the significant holdings of the Supporting Parties may reduce the liquidity of the New Common Shares.The company may be unable to continue as a going concernIf the Alternative Recapitalization is not implemented, the company will not be able to generate sufficient cash flow from its operations to meet its obligations and as such the company will be unable to continue as a going concern.

  • The Alternative Recapitalization shall be proposed for the purpose of implementing the Recapitalization except that the Companies shall be entitled, with the consent of the Initial Consenting Creditors, to make such amendments as the Companies may deem appropriate to achieve the desired result.

  • Further, in the event that the Alternative Recapitalization is not implemented, the company may be required to pursue other alternatives that could have a more negative effect on the company and its stakeholders, including non-consensual proceedings under creditor protection legislation.

  • In the event of any Alternative Recapitalization Transaction that involves a plan of compromise or arrangement under the CCAA in conjunction with or instead of the Plan, the references in this Agreement to the Plan shall be deemed to be changed to include or relate to, as the case may be, a plan of compromise or arrangement under the CCAA and the references in this Agreement to the Recapitalization Proceedings shall be deemed to be references to proceedings under the CCAA.

  • The undersigned Consenting Noteholders hereby consent to the Companies proceeding with the Recapitalization Transaction by way of an Alternative Recapitalization Transaction.

  • From the date hereof until the date that is two (2) years following the date hereof (the “Confidentiality Period”), each Party shall treat as confidential the existence and terms of this Agreement and the Alternative Recapitalization Transaction (the “Transaction Information”).

  • If, following the Company's written approval, Newco enters into such an agreement with the Independent Investor, it shall promptly deliver a copy of such agreement to the Company and the parties agree to promptly amend and restate this Agreement, as necessary (the "Amendment"), to restructure the Merger and the other transactions contemplated hereby to reflect the Alternative Recapitalization Structure as described in the immediately preceding sentence.


More Definitions of Alternative Recapitalization

Alternative Recapitalization means any alternative transaction pursued pursuant to Section 11(a).
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Related to Alternative Recapitalization

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

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

  • Reclassification Event means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 4.1(e)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

  • Change in Capitalization means any increase or reduction in the number of Shares, or any change (including, but not limited to, in the case of a spin-off, dividend or other distribution in respect of Shares, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company or another corporation, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

  • Recapitalization Agreement shall have the meaning set forth in the Recitals.

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

  • Parent Change of Control means the occurrence of any of the following:

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

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

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

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

  • 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.

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Business Combination Transaction means:

  • Capitalization fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Adjustment Event means each of the following events:

  • 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.

  • Corporate Event shall have the meaning specified in Section 14.01(b)(iii).

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • UNE Combination means a combination of two (2) or more Unbundled Network Elements that were or were not previously combined or connected in Qwest's network, as required by the FCC, the Commission or this Agreement.