Canadian Reorganization definition

Canadian Reorganization means (i) the transactions contemplated by the Canadian Reorganization Documents, (ii) the Canadian Amalgamation and (iii) any transactions related to the foregoing.

Canadian Reorganization means the transfer of all or part of the Subsidiaries incorporated in Canada to a wholly-owned holding company with limited liability incorporated in a European country. Such reorganization may also include the incorporation of one or several new Canadian entities as, or the transformation of one or more existing Canadian Subsidiaries into, a Canadian unlimited liability company, which in any case will be owned by a limited liability company other than Parent.

Canadian Reorganization means the divisive reorganization of Xxxxxxx Electric Canada Limited under paragraph 55(3)(b) of the ITA, and related transactions, undertaken in connection with the Restructuring.

Examples of Canadian Reorganization in a sentence

• Notwithstanding anything herein to the contrary, if the Canadian Reorganization Plan is sanctioned, disbursements to holders of Canadian Impaired Unsecured Claims shall be made in compliance with the Canadian Reorganization Plan.

• Subject to the requirements of section 1129(a)(5) of the Bankruptcy Code, the Debtors intend to announce prior to the Confirmation Date the identities of the individuals proposed to serve as officers of the Reorganized Debtors and the directors of Reorganized PSC (if the Canadian Reorganization Plan is sanctioned) or Reorganized PSI (if the Alternate Canadian Transactions are implemented or the Canadian Plan Condition is waived).

• The definition of Adjustment Amount in Section 1.1(b) of the Stock Purchase Agreement is hereby amended to insert immediately following the language "excluding Taxes caused by or relating to the Split," the following: "and, other than as provided below, Taxes relating to the Canadian Reorganization (as defined below)".

• The Canadian Reorganization Order was to be effective subject to the filing of a certificate of the directors of Grace Canada that they were satisfied that Grace Canada was receiving true value on a reasonable and realistic basis in respect of the assets being acquired.

• The time, nature and amount of distributions to holders of Claims in Classes 8B and 8C and Canadian Class 8B and 8C Holders that make the U.S. Plan Election shall be determined upon the approval of the Canadian Reorganization Plan or the Alternate Canadian Transactions, respectively.

More Definitions of Canadian Reorganization

Canadian Reorganization the following transactions, to occur following the Acquisition on the Closing Date:

Canadian Reorganization has the meaning set forth in Section 4.2.

Canadian Reorganization collectively, the transactions described on Exhibit A attached to the Second Amendment and occurring on or about August 28, 2014 and on or about the Second Amendment Effective Date.

Canadian Reorganization means the transactions set forth on Section 1.1(a) of the Disclosure Letter.

Canadian Reorganization means (i) the distribution of all of the issued and outstanding equity interests of Thermon Canada, Inc. by Thermon Manufacturing Corporation to the Company and obtaining a certificate from the Canada Revenue Agency under Section 116 of the Income Tax Act waiving any withholding tax obligations in connection therewith and (ii) the obtaining of all necessary consents and the giving of all required notices in connection with the contribution of substantially all of the assets of Thermon Canada, Inc. to a newly formed Canadian limited partnership wholly-owned by Thermon Canada, Inc. following the Closing.

Canadian Reorganization means the transactions set forth on Section 1.1(a) of the Disclosure Letter. "Cash and Cash Equivalents" means, as of any date, with respect to the Target Companies and each of their respective Subsidiaries, all highly liquid investments with original maturities of less than 90 days when acquired, including cash, checks, money orders, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority held by the Target Companies or any of their respective Subsidiaries as of the close of business on such date. "Code" means the Internal Revenue Code of 1986, as amended. "Company Software" means proprietary software (including data files, source code, object code, application programming, interfaces, databases, and other software-related specifications and documentation) developed by or for the Target Companies and used in the Business. "Confidentiality Agreement" means the Confidentiality Agreement, dated as of November 2, 2015, between Parent and U.S. Seller, as the same may be amended from time to time. "Contract" means any written agreement, contract, subcontract, settlement agreement, lease, sublease, instrument, note, option, bond, mortgage, indenture, trust document, loan or credit agreement, purchase order, license, sublicense, insurance policy or benefit plan which is binding upon the Target Companies or any of their respective Subsidiaries. "Current Assets" means the sum of all current assets of the Business (inclusive of prepaid postage assets and inventories), determined in accordance with Exhibit A hereto, as of the close of business on the day immediately preceding the Closing Date; provided that Current Assets shall not include Cash and Cash Equivalents, Income Tax Assets (current or deferred), the portion of any prepaid insurance assets for which the Purchasers will not receive the benefit following the Closing Date, Other Adjustments and intercompany accounts among the Target Companies and any of their respective Subsidiaries, on the one hand, and among the U.S. Seller and Canadian Seller and any of their respective Subsidiaries, on the other hand. Notwithstanding the above, Current Assets shall include any non-interest bearing U.S. Seller receivable assets. "Current Liabilities" means the sum of all current Liabilities of the Business, determined in accordance with Exhibit A hereto, as of the close of business on the day...

Canadian Reorganization means the steps described in the attached Exhibit A.