German Reorganization definition

German Reorganization means the sale, transfer or distribution of (i) up to 12.5% of the aggregate amount of equity interests in each of Novelis Aluminium Holding Unlimited Company and/or Aleris Deutschland Holding GmbH and (ii) one additional share of such equity interests to AV Minerals (Netherlands) N.V. (and, in each case, any substantially concurrent interim sale, distribution, contribution or other transfer).
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German Reorganization shall have the meaning set forth in Section 6.8.
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German Reorganization means the reorganization of the J.V. Subsidiaries organized under the laws of the Federal Republic
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Examples of German Reorganization in a sentence

  • The tax exemption is applied to grants paid for periods after 29 February, 2020 and before 1 January, 2021.• Extended retroactive tax period for reorganizationsIn accordance with the provisions of the German Commercial Reorganization Act, the retroactive tax period for reorganizations and contributions under the German Reorganization Tax Act is extended from eight to twelve months if the application for registration or the conclusion of the contribution agreement is made in 2020.

  • The restrictions in sentences 1 and 2 in this section also apply to reorganizations and successors, e.g. in the meaning of the German Reorganization Act (Umwandlungsgesetz).

  • For example, the ability to block restructurings according to the German Reorganization Act (§ 16 UmwG) does not restrict the controlling influence of the majority shareholder, because these rights do not affect relevant activities in the ordinary course of business.

  • Changes in the tenant by virtue of universal succession pursuant to the German Reorganization Act (Umwandlungsgesetz) shall remain unaffected by said agreement.

  • The Company has not been involved in a business merger, share-for- share merger, legal merger or legal demerger (split), or transaction purported or intended to qualify for treatment under the provisions of the German Reorganization Tax Act (Umwandlungssteuergesetz).

  • ITTI shall and shall cause its Subsidiaries (a) to consummate the actions described in Steps 6 and 8 of Schedule 6.8 in the sequence stated in Schedule 6.8 and (b) to consummate the German Reorganization as expeditiously as possible following the date of this Agreement.

  • Each party to this agreement acknowledges that Xxxxxx (UK) LLP (“Cooley”), the Company’s solicitors, has in the past performed and is or may now or in the future represent one or more Shareholders or their Affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Shareholders or their Affiliates in matters of a similar nature to the Financing.

  • Notwithstanding anything in this Section 6.14(e) to the contrary, Purchaser shall not be responsible for any Taxes or fees (including penalties and interest) incurred in connection with the consummation of the Pro Forma Transactions or the German Reorganization.

  • Instead, decisions on amendments of the statutes (§ 179 AktG), on capital measures (§ 222 AktG), on integrations of public companies (§ 319 AktG), on mergers (§ 65 Umwandlungsgesetz (German Reorganization Act), or on dissolutions (§ 262 AktG) require a qualified majority of 75 per cent.6The specific majority requirement influences and restricts the property rights of the controlling shareholder.

  • Contingent liabilities in accordance with the provisions of the German Reorganization Act (Umwandlungsgesetz, "UmwG") are due to the liabilities transferred in connection with reorganizations under company law in previous years.


More Definitions of German Reorganization

German Reorganization means the reorganization of the J.V. Subsidiaries organized under the laws of the Federal Republic of Germany as described in Schedule 1 to the Second Amendment to this Agreement dated as of August 22, 2008.
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Related to German Reorganization

  • 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.

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

  • 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.

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

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

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

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

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

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

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

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Steps Plan means a plan evidenced by Eligible Information contemplating that there will be a series of successions to some or all of the Relevant Obligations of the Reference Entity, by one or more entities.

  • Internal Distribution has the meaning set forth in the recitals.

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • CCAA means the Companies’ Creditors Arrangement Act (Canada).

  • Mergers has the meaning set forth in the Recitals.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • Company Merger has the meaning specified in the Recitals hereto.

  • 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.