CEOC Merger means the merger of OpCo into a wholly-owned subsidiary of New CEC that will be disregarded from New CEC for U.S. federal income tax purposes on the Effective Date, pursuant to which OpCo Series A Preferred Stock will be exchanged for New CEC Common Equity, which is intended to be treated as a reorganization under section 368(a)(1)(A) or (G) of the Internal Revenue Code or as a tax-free liquidation (from the perspective of New CEC) under section 322 of the Internal Revenue Code, as applicable.

CEOC Merger means the merger of Caesars Entertainment Operating Company, Inc. with and into CEOC, LLC on or about the Closing Date, with CEOC, LLC surviving such merger as the sole Borrower.

Examples of CEOC Merger in a sentence

As described more fully in the Restructuring Transactions Memorandum, OpCo will merge into a newly formed subsidiary of New CEC (or its predecessors) pursuant to the CEOC Merger.
In exchange for the CEOC Merger, on the Effective Date, New CEC shall issue New CEC Common Equity in accordance with the Plan distributions in Article III hereof in exchange for the OpCo Series A Preferred Stock to the Holders of Prepetition Credit Agreement Claims, Secured First Lien Notes Claims, and Non-First Lien Claims pursuant to the terms of the Plan.
The New Interests, the New Debt, the New CEC Convertible Notes, and the New CEC Common Equity issued in the CEOC Merger shall be deemed to be issued as of the Effective Date to the Holders of Claims or Interests entitled to receive the New Interests, New Debt, the New CEC Convertible Notes, and the New CEC Common Equity pursuant to Article III of the Plan.
After the CEOC Merger, the following entities will dissolve by merging with and into Bally’s Midwest Casino, Inc., with Bally’s Midwest Casino, Inc.
The New Interests, the New Debt, the New CEC Convertible Notes, the New CEC Common Equity issued in the CEOC Merger, and any New CEC Common Equity issued in the New CEC Capital Raise (if any) shall be deemed to be issued as of the Effective Date to the Holders of Claims or Interests entitled to receive the New Interests, New Debt, the New CEC Convertible Notes, and the New CEC Common Equity pursuant to Article III of the Plan.
The New Interests, the New Debt, the New CEC Convertible Notes, the New CEC Common Equity issued in the CEOC Merger, and any New CEC Common Equity issued in the new CEC Capital Raise (if any) shall be deemed to be issued as of the Effective Date to the Holders of Claims or Interests entitled to receive the New Interests, New Debt, the New CEC Convertible Notes, the New CEC Common Equity, and the Rights pursuant to Article III of the Plan.
Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, amended Tax Return, or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

More Definitions of CEOC Merger

CEOC Merger shall have the meaning assigned to it in the Plan.

Related to CEOC Merger

First Merger has the meaning set forth in the Recitals.
Company Merger has the meaning specified in the Recitals hereto.
Second Merger has the meaning set forth in the Recitals.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Bank Merger has the meaning set forth in Section 1.03.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Reorganization Transactions shall have the meaning set forth in the Recitals.
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.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Plan of Merger has the meaning set forth in Section 2.2.
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Share Exchange has the meaning set forth in Section 2.1.
Merger has the meaning set forth in the Recitals.
Permitted Merger shall have the meaning set forth in Section 3.01.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Mergers has the meaning set forth in the Recitals.
Total Merger Consideration has the meaning set forth in Section 2.2(a).

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