Holding Company Reorganization definition

Holding Company Reorganization means a transaction or series of transactions pursuant to which the Company becomes a direct or indirect wholly-owned subsidiary of the Holding Company.

Holding Company Reorganization means a merger of the Issuer with and into a newly formed wholly-owned, indirect Subsidiary (“MergerCo”) of the Issuer, all of the equity interest of which shall be held by a newly formed, wholly-owned, direct Subsidiary of the Issuer (“New HoldCo”). Such merger shall be effected pursuant to Section 251(g) of the General Corporation Law of the State of Delaware (or comparable provisions of the laws of the Issuer’s state of incorporation) and shall not require the vote of the Issuer’s stockholders. Each share of Common Stock of the Issuer shall be converted in such merger into a right to receive one share of the Common Stock of New HoldCo, with identical terms and rights as the Issuer’s Common Stock immediately prior to such conversion.

Holding Company Reorganization has the meaning set forth in the Recitals. “Indebtedness” means, with respect to any Person, without duplication: (i) all obligations of such Person for borrowed money (including all accrued and unpaid interest and all prepayment penalties or premiums in respect thereof); (ii) all obligations of such Person to pay amounts evidenced by bonds, debentures, notes or similar instruments (including all accrued and unpaid interest and all prepayment penalties or premiums in respect thereof); (iii) all obligations of others, of the types set forth in clauses (i)-(ii) above that are secured by any Encumbrance on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, but only to the extent so secured; (iv) all unreimbursed reimbursement obligations of such Person under letters of credit issued for the account of such Person; (v) obligations of such Person under conditional sale, title retention or similar arrangements or other obligations, in each case, to pay the deferred purchase price for property or services, to the extent of the unpaid purchase price (other than trade payables and customary reservations or retentions of title under Contracts with suppliers, in each case, in the Ordinary Course of Business); (vi) all net monetary obligations of such Person in respect of interest rate, equity and currency swap and other derivative transaction obligations; and (vii) all guarantees of or by such Person of any of the matters described in clauses (i)-(vi) above, to the extent of the maximum amount for which such Person may be liable pursuant to such guarantee.

Examples of Holding Company Reorganization in a sentence

• For purposes of the foregoing, if the Issuer consummates a Holding Company Reorganization, New HoldCo shall be treated as the “successor Person” and the Holding Company Reorganization shall constitute the transfer to New HoldCo of substantially all of the Issuer’s assets.

• In connection with any Holding Company Reorganization, provision shall be made for the continuation or assumption of all outstanding Awards by, or for the substitution of the equivalent awards of, the surviving or successor entity in such Holding Company Reorganization (the “Holding Company”).

• Notice" shall mean the Notice of Mutual Holding Company Reorganization to be submitted by Mutual to the OTS to notify the OTS of the Restructuring, which will include the Proxy Statement.

• CONSENT ------- We hereby consent to the reference to this firm and our opinion under the heading "Proposal No. 1 - The Holding Company Reorganization -- Federal Income Tax Consequences" and "Legal Matters" in the Bank's proxy statement for the 2005 annual meeting of stockholders.

• Upon filing the Notice, Hazard shall publish a "Notice of Filing of Application for Mutual Holding Company Reorganization" in a newspaper of general circulation in [each] community in which Hazard has an office.

More Definitions of Holding Company Reorganization

Holding Company Reorganization means any restructuring of Gray and its Subsidiaries which results in the Borrower becoming a wholly owned Subsidiary of the Holding Company, whether directly, or indirectly through one or more Intermediate Holding Companies.

Holding Company Reorganization means any transaction described in Section 3(a)(12) of the Securities Act pursuant to which the Company or the Bank becomes a subsidiary of a holding company as provided in Section 3(a) of the Bank Holding Company Act of 1956, as amended.

Holding Company Reorganization means any restructuring of Xxxx and its Subsidiaries which results in the Borrower becoming a wholly owned Subsidiary of the Holding Company, whether directly, or indirectly through one or more Intermediate Holding Companies.

Holding Company Reorganization means the acquisition, in one transaction or a series of transactions, of all of the outstanding Securities of Company that are entitled to vote in the election of directors other than Securities having such power only by reason of the happening of a contingency (and all other Securities convertible into such Securities) by another corporation (the "Holding Company"); provided that the Holding Company Reorganization may involve more than one Holding Company of Company so long as the ultimate Holding Company directly or indirectly owns 100% of the Company; provided further, in connection with the Holding Company Reorganization, the Company and its Subsidiaries shall not incur any material obligations or liabilities of any type other than those permitted to be paid without causing an Event of Default under subsection 7.14.

Holding Company Reorganization means the organizational reorganization of the Consolidated Companies following the Closing Date and described on Schedule 12.22, subject to compliance with Section 12.22.

Holding Company Reorganization has the meaning set forth in the Separation and Distribution Agreement.

Holding Company Reorganization has the meaning set forth in the recitals to this Agreement.