Holdco Reorganization definition

Holdco Reorganization has the meaning set forth in the recitals to this Agreement.
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Holdco Reorganization means the reorganization of Walgreens into a holding company structure pursuant to the merger of a newly formed, wholly owned subsidiary of Walgreens Boots Alliance with and into Walgreens, resulting in Walgreens, as the surviving company in such merger, becoming a wholly owned subsidiary of Walgreens Boots Alliance and Walgreens’ common shareholders becoming shareholders of Walgreens Boots Alliance.
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Holdco Reorganization has the meaning specified in Section 11.23.
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Examples of Holdco Reorganization in a sentence

  • Upon the consummation of the Company Share Exchange and prior to the Holdco Reorganization, the Company and Holdco shall take all action necessary to cancel any Holdco Share held by the Company or Holdco shall be cancelled without consideration.

  • Following the Holdco Reorganization, Merger Sub shall merge with and into CCTS, with CCTS surviving such merger as a wholly owned subsidiary of Holdco (the “Merger”).


More Definitions of Holdco Reorganization

Holdco Reorganization means (a)(i) the formation of a direct wholly owned subsidiary of Primo (“New Parent”); (ii) the formation of a direct wholly owned subsidiary of New Parent (“Merger Sub”); (iii) the merger of Primo with Merger Sub such that, following such merger, Primo will be a direct, wholly owned subsidiary of New Parent, (iv) the making of any filings with, and receipt of any consents from, the SEC or any other Governmental Authority required or reasonably advisable in connection with the foregoing, (v) the registration of the shares of New Parent with NASDAQ, and (vi) the joinder by New Parent to this Agreement as a Guarantor and to the Pledge and Security Agreement as a “Grantor” and the delivery of such opinions, certificates and other documents as the Administrative Agent shall reasonably request, in each case, on terms and subject to documentation satisfactory to the Administrative Agent and Requisite Lenders or (b) an alternative reorganization that is satisfactory to Administrative Agent and the Requisite Lenders in their sole discretion, including, without limitation, with respect to the terms, conditions and documentation applicable to such reorganization, and that results in New Parent directly owning all of the outstanding Capital Stock of Primo and all such Capital Stock of Primo being subject to a perfected First Priority Lien in favor of the Collateral Agent.
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Holdco Reorganization means the merger of a wholly owned Domestic Subsidiary of Cogent Holdco with and into the Company pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, with the Company continuing as the surviving corporation.
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Holdco Reorganization the formation of a corporation (“Holdco”) and either (a) the transfer to Holdco of not less than 95% of the Capital Stock of the Borrower or (b) the merger of the Borrower into a Wholly Owned Subsidiary of Holdco provided that the Borrower is the continuing or surviving Person of such merger.
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Related to Holdco Reorganization

  • Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.

  • Pre-Acquisition Reorganization has the meaning specified in Section 4.6(1).

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

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

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

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

  • 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.

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

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

  • Company Merger has the meaning set forth 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.

  • Mergers has the meaning set forth in the Recitals.

  • 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.

  • Company Acquisition Transaction means any transaction or series of transactions (other than the Contemplated Transactions) involving:

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

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

  • 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.

  • First Merger shall have the meaning given in the Recitals hereto.