Contemplated Reorganization Transaction definition

Contemplated Reorganization Transaction has the meaning ascribed thereto in Section 5.7(a)(i);
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Contemplated Reorganization Transaction has the meaning ascribed thereto in the Arrangement Agreement.
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Contemplated Reorganization Transaction shall have the meaning ascribed to such term in Section 4.5(a);
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Examples of Contemplated Reorganization Transaction in a sentence

  • Pan American agrees that any Contemplated Reorganization Transaction will not be considered in determining whether a representation, warranty or covenant of Tahoe under this Agreement has been breached (including where any such Contemplated Reorganization Transaction requires the consent of any third party).

  • Upon receipt of such notice, Pan American and Tahoe shall prepare all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Contemplated Reorganization Transaction prior to the time it is to be effected, including obtaining any documents or certificates required to effect such a transaction.

  • The Purchaser agrees that any Contemplated Reorganization Transaction will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Contemplated Reorganization Transaction requires the consent of any third party).

  • The advance of the Loan Amount to the Purchaser and any distributions to the Company by any of its Subsidiaries in connection therewith shall be considered a Contemplated Reorganization Transaction for purposes of this Agreement and shall be subject to the same terms and conditions as a Contemplated Reorganization Transaction.

  • Upon receipt of such notice, Acquiror and Company shall prepare all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Contemplated Reorganization Transaction prior to the time it is to be effected.

  • The Company shall be under no obligation to complete the Contemplated Reorganization Transaction until the Purchaser has irrevocably waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that the Purchaser is prepared to proceed to effect the Arrangement on the Effective Date .

  • Upon receipt of such notice, the Purchaser and the Company shall prepare all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Contemplated Reorganization Transaction prior to the time it is to be effected.

  • If the Arrangement is not completed, Gold Royalty shall (a) reimburse Exx for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any Contemplated Reorganization Transaction; and (b) indemnify Exx, its subsidiaries, and their respective directors, officers, employees, agents and representatives for any losses, costs or Taxes resulting from any Contemplated Reorganization Transaction.

  • The completion of a Contemplated Reorganization Transaction shall not be a condition to the consummation of the Arrangement.

  • Acquiror shall, promptly upon request by Company, reimburse Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ and accountants’ fees) incurred by Company or its Subsidiaries or its Representatives in connection with or as a result of any Contemplated Reorganization Transaction.


More Definitions of Contemplated Reorganization Transaction

Contemplated Reorganization Transaction means such reorganizations of the Company’s or its Subsidiaries’ business, operations and assets as the Purchaser may request, acting reasonably, including amalgamations, wind-ups and any other transaction upon the reasonable written request by the Purchaser.
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Related to Contemplated Reorganization Transaction

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

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

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Business Combination Transaction means:

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including:

  • 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.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • 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.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

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

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.