Holding Company Restructuring definition

Holding Company Restructuring has the meaning set forth in the recitals hereto.
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Holding Company Restructuring means the restructuring transactions described in Article 6.9 of the Plan.
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Holding Company Restructuring means the corporate restructuring consisting of the transactions set forth in Section 6.2, as such transactions may be modified at the election of REI as contemplated by Section 6.5.
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Examples of Holding Company Restructuring in a sentence

  • Furthermore, from and after the Holding Company Restructuring and after an assignment of this Employment Agreement to the Subsidiary or any other existing or future direct or indirect subsidiary of the Company, this Employment Agreement may be reassigned to the Company.

  • REI intends to cause the Holding Company Restructuring described in this Article VI to occur as soon as the conditions precedent set forth in Section 6.4 are satisfied.

  • The following are conditions to the Holding Company Restructuring.

  • REI currently intends, following the consummation of the IPO, to complete the Holding Company Restructuring as promptly as practicable after the IPO Closing Date.

  • REI shall, in its sole and absolute discretion, determine the date of the consummation of the Holding Company Restructuring and the steps therein and all terms thereof, including, without limitation, the form, structure and terms of any transaction(s) to effect the Holding Company Restructuring and the timing of and conditions to the consummation thereof.

  • Resources shall cooperate with REI in all respects to accomplish the Holding Company Restructuring and shall, at REI's direction, promptly take any and all actions necessary or desirable to effect the Holding Company Restructuring.

  • As used in this section, "business day" means a day on which banks are open for dealing in foreign currency and exchange in London and New York City.

  • Xx connection with the Holding Company Restructuring, REI shall cause the Genco Assets to be contributed to Gencx XX, xxee and clear of the lien of the Mortgage and all other liens and security interests securing Indebtedness, and shall cause Gencx XX xx assume the Genco Liabilities.

  • No. Shareholder Name Reference was made to the Holding Company Restructuring plan of TISCO group.

  • The offering of newly issued common shares of the Company has been carried out in order to achieve the objective of the Holding Company Restructuring plan of TISCO Group in which the Company acquires 100% stake in TISCO Bank as well as protecting the benefit of the shareholders who did not swap securities into the Company’s securities.


More Definitions of Holding Company Restructuring

Holding Company Restructuring means the restructuring transactions described in Article V.I. hereof.
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Holding Company Restructuring means any merger, consolidation or similar transaction (including a share exchange under state law) or series of mergers, consolidations or similar transactions (including share exchanges pursuant to state law) involving the Company, its Restricted Subsidiaries and/or any other "person" (as defined in Section 13(d) of the Exchange Act) consummated principally for the purpose of reorganizing the Company's operations under a holding company structure where (a) the outstanding Voting Stock of the Company is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee corporation (the "New Holding Company"); provided, that the "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of the outstanding Voting Stock of the Company immediately prior to such transaction(s) own beneficially, directly or indirectly through one or more "persons" (as defined above), all of the total outstanding Voting Stock of the New Holding Company immediately after such transaction and (b) the Guarantee of each Subsidiary of the Company that becomes a Subsidiary of the New Holding Company as a result of such transaction shall not be terminated in connection with such transaction.
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Holding Company Restructuring means the restructuring contemplated by Schedule 1.1(cccc).
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Related to Holding Company Restructuring

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization (as determined by the Company in good faith) so long as such Permitted Tax Restructuring is not materially adverse to the Holders of the Notes.

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Bank Holding Company means a company registered as such with the Federal Reserve pursuant to 12 U.S.C. §1842 and the regulations of the Federal Reserve promulgated thereunder.

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • Holding Companies means, collectively, the Company and Holdings, and each is a “Holding Company”.

  • 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.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • Qualified CFC Holding Company means a Wholly Owned Subsidiary of the Issuer that is a limited liability company, the primary asset of which consists of Equity Interests in either (i) a Foreign Subsidiary or (ii) a limited liability company the primary asset of which consists of Equity Interests in a Foreign Subsidiary.

  • Restructuring has the meaning set forth in the Recitals.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Foreign Holding Company means any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries or other Foreign Holding Companies.

  • CFC Holding Company means a Subsidiary, substantially all of the assets of which consist of Equity Interests or Indebtedness of (a) one or more CFCs or (b) one or more CFC Holding Companies.

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

  • Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Bank Holding Company Act means the Bank Holding Company Act of 1956, as amended.

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