Corporate Reorganization Transactions definition

Corporate Reorganization Transactions means, collectively, each of the ------------------------------------- distributions, transfers, conveyances, contributions, assignments and other transactions described and set forth on Exhibit A, and those described or contemplated by the Proxy Statement and the private ruling request submissions made to the Internal Revenue Service in connection therewith, which are intended to separate and divide the existing businesses of Varian so that, except as otherwise expressly provided on Exhibit A:
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Corporate Reorganization Transactions shall have the meaning assigned to such term in the Offering Memorandum under the caption “Definitions” which for the avoidance of doubt includes the Issuer Expansion Activities and the Issuer Distribution.
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Corporate Reorganization Transactions means, collectively, each of the Distribution, transfers, conveyances, contributions, assignments and other transactions which are intended to separate and divide the existing businesses of TRVL so that,
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Examples of Corporate Reorganization Transactions in a sentence

  • Each of the transactions and other ----------------------------- matters contemplated by Article II (including each of the distributions, transfers, conveyances, contributions, assignments or other transactions included in, or otherwise necessary to consummate, the Corporate Reorganization Transactions) shall have been consummated in all material respects.

  • Corporate Reorganization Transactions; Dispositions........................

  • On or before the Distribution Date (but in ------------------------ all events before the Distributions), each of Varian, IB and SEB shall, and shall cause each of their respective Subsidiaries to, as applicable, take such action or actions as is necessary or appropriate to cause, effect and consummate the Corporate Reorganization Transactions in accordance with the terms and provisions set forth in Exhibit A.

  • If after giving effect to the Corporate Reorganization Transactions, the Consolidated Debt of SEB would exceed such amount, Varian shall take such actions as shall be necessary, which may include but shall not be limited to, payment, partial payment or provision for payment in the form of the contribution of additional Cash and Cash Equivalents of one or more Liabilities comprising such Consolidated Debt to reduce the amount thereof to no more than $5,000,000.

  • On or before the Distributions, each of ------------------ Varian, IB and SEB shall have consummated those other transactions in connection with the Corporate Reorganization Transactions and the Distributions that are contemplated by the Proxy Statement and the ruling request submission by Varian to the Internal Revenue Service and not specifically referred to in Sections 2.01 through 2.09, subject, however, to the limitation set forth in Section 2.01.

  • On or before the Distribution Date (but in all events before the Distribution), each of TRVL and TL shall, take such action or actions as is necessary or appropriate to cause, effect and consummate the Corporate Reorganization Transactions in with the ratio of one share of TL Common Stock for each share of TRVL Common Stock.

  • Each of the transactions and other matters contemplated by Article II (including each of the Distribution, transfers, conveyances, contributions, assignments or other transactions included in, or otherwise necessary to consummate, the Corporate Reorganization Transactions) shall have been consummated in all material respects.

  • Form Supply Holdco and Effect Related Corporate Reorganization Transactions Allegheny proposes to form Supply Holdco as a Maryland corporation for the purpose of holding all of its membership interest in AE Supply.

  • On or before the Distribution Date (but ------------------------ in all events before the Distributions), each of Varian, IB and SEB shall, and shall cause each of their respective Subsidiaries to, as applicable, take such action or actions as is necessary or appropriate to cause, effect and consummate the Corporate Reorganization Transactions in accordance with the terms and provisions set forth in Exhibit A.

  • If as a result of the Corporate Reorganization Transactions, the Consolidated Debt of SEB would exceed such amount, Varian shall take such actions as shall be necessary, which may include but shall not be limited to, payment, partial payment or provision for payment in the form of the contribution of additional Cash and Cash Equivalents of one or more Liabilities comprising such Consolidated Debt to reduce the amount thereof to no more than $5,000,000.

Related to Corporate Reorganization Transactions

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

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

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

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

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

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

  • Business Combination Transaction means:

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

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

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

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

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

  • Common Share Reorganization has the meaning set forth in Section 4.1;

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

  • 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.

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • 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.

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

  • 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.

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

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Mergers has the meaning set forth in the Recitals.

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

  • 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.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • 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.