Board Restructuring definition

Board Restructuring has the meaning set forth in Section 6.1(c).
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Board Restructuring has the meaning set forth in the Voting Agreement.
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Examples of Board Restructuring in a sentence

  • The Panel has confirmed that the Company will remain subject to the Code until such time as both (1) the proposed Board Restructuring has occurred, resulting in the Company’s place of central management and control no longer being in the United Kingdom, Channel Islands and Isle of Man and (2) the Company’s shares are no longer admitted to trading on AIM.

  • The Directors having been so advised by Cairn Financial Advisers LLP as to the financial terms, consider the terms of the Subscription, the Board Restructuring and the AIM Delisting to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole.

  • The Coordinators agreed that the operationalization of the GNP+ Strategic Plan, as well as investigating changes to GNP+’s structure and governance through the Board Restructuring Working Group, will lead to better inter-network relationships.

  • The Board has established three standing Board committees and one Ad Hoc Board Restructuring Subcommittee which met regularly under the terms of reference set by the Board.

  • As a result of the Board Restructuring, various changes to the constitution of Sovereign’s sub-committees have been implemented.

  • Different sales channels (television, sponsors, other types of financing) -Pitch of the idea.

  • Notwithstanding anything to the contrary contained herein, the Maverick Parties and Prentice Parties hereby each covenant and agree that they will comply with the requirements of Section 2.1 with respect to any shares held by them as of the record date of any Company Stockholders' Vote with respect to the Stockholder Approval Condition or Board Restructuring Condition, regardless of any transaction effected pursuant to Section 2.2(a)(i)(1) or (2) hereof.

  • Anderson reported that the Board Restructuring Task Force has reviewed a variety of criteria for consideration in USCA board structure, such as operating needs, legal framework, gender of board members, Athlete Representation, relationship of staff to board.

  • Mr Pritchard has in-depth knowledge of Sovereign and, combined with his sector knowledge and experience, is well placed to lead the Board post the Board Restructuring.

  • The Nominations, Governance and Remuneration Committee met on three (3) occasions during the financial year.The Ad Hoc Board Restructuring Subcommittee met regularly under the terms of reference set by the Board.Directors’ and employees’ interest in contractsNo director or senior executive of the group has any material interests in contracts or conflicts of interest that may affect the group or his or her position in SAA.

Related to Board Restructuring

  • 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;

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

  • 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.

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

  • 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.

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

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

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

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

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

  • Converted Unrestricted Subsidiary has the meaning specified in the definition of “Consolidated EBITDA.”

  • Consolidated Restricted Subsidiaries means any Restricted Subsidiaries that are Consolidated Subsidiaries.

  • Change of Control Agreement means the Change of Control letter agreement between the Company and the Executive of even date herewith.

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization (as determined by the Company in good faith) so long as such Permitted Tax Restructuring is not materially adverse to the Holders of the Notes.

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

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

  • 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.

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • 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.

  • Change in Control Agreement means a written Change in Control Agreement between an employee and the Company or an Affiliate.

  • Restructuring has the meaning set forth in the Recitals.

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

  • Consolidated First Lien Secured Debt means Consolidated Total Debt as of such date that is not Subordinated Indebtedness and is secured by a Lien on all of the Collateral that ranks on an equal priority basis (but without regard to the control of remedies) with Liens on all of the Collateral securing the Obligations.

  • Consolidated First Lien Debt means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a first priority Lien on the Collateral.