Holdings Reorganization definition

Holdings Reorganization means (a) the contribution by Holdings of 100% of the Equity Interests of the Borrower to a newly formed “shell” entity owned or controlled by the Permitted Holders or (b) the merger, amalgamation or consolidation of Holdings with or into any other Person; provided that, in the case of clause (a) or if the Person formed by or surviving any such merger, amalgamation or consolidation described in clause (b) (including any immediate and successive mergers, amalgamations or consolidations of entities) is not Holdings (any such newly formed “shell” entity or any such Person, after giving effect to such transaction or transactions, the “Successor Holdings”), (A) the Successor Holdings shall be an entity organized or existing under the laws of a Permitted Jurisdiction, (B) the Successor Holdings (x) shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party, in each case, pursuant to a written supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent and (y) for the avoidance of doubt, shall have taken such actions as are reasonably necessary to ensure that any Liens granted by Holdings continue to remain enforceable and perfected in accordance with the relevant Security Documents, (C) the Successor Holdings shall, immediately following such merger, amalgamation or consolidation, directly or indirectly own all Subsidiaries owned by Holdings immediately prior to such transaction, unless such Subsidiary is the other party to such merger, amalgamation or consolidation and (D) the Successor Holdings shall have no assets, liabilities, liens or operations other than those permitted by Section 6.06; provided, further that if the foregoing conditions under clauses (A) through (D) are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents to which Holdings is a party; provided, further, that Holdings agrees to provide any documentation and other information about the Successor Holdings at least three Business Days prior to the consummation of any such merger, amalgamation or consolidation as shall have been reasonably requested in writing by any Lender through the Administrative Agent at least ten Business Days prior to the consummation of such merger, amalgamation or consolidation that such Lender shall have reasonably determined is required by regulatory authorities under ap...
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Holdings Reorganization shall have the meaning provided in Section 9.22.
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Holdings Reorganization means (a) a merger of Holdings into the Company pursuant to which (i) the Company is the survivor, (ii) the Company issues to the Stockholders a number of shares of Common Stock equal in relative proportion to the number of Securities held by such Stockholders and (iii) all Securities then held by such Stockholders are canceled or (b) a similar transaction or exchange of securities pursuant to which (i) the Company issues to the Stockholders a number of shares of Common Stock equal in relative proportion to the number of Securities held by such Stockholders and (ii) all Securities then held by such Stockholders are canceled.
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Examples of Holdings Reorganization in a sentence

  • The Person constituting Holdings immediately prior to a Holdings Reorganization whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Person shall be released, automatically upon the consummation of such Holdings Reorganization.

  • As a result of the Holdings Reorganization, International Wire Group, Inc.

  • Effective May 27, 2011, Holdings and IWG implemented the Holdings Reorganization to effect a holding company structure.

  • In the second merger (the "Holdings Reorganization"), NYMEX Exchange members will exchange their Class B memberships for NYMEX Holdings stock but retain their Class A membership interests, which represent privileges to trade on NYMEX Exchange.

  • On April 27, 2010, prior to the Holdings Reorganization, IWG declared a special distribution to its stockholders and option holders totaling $59,949 which was paid on May 24, 2010.

  • Immediately after the execution and delivery of this Agreement, The Krolx-X'Xxxx Xxxpany, an Ohio corporation (the "Company"), New Kroll Holdings, KER Acquisition, Inc., an Ohio corporation which is currently an indirect wholly owned subsidiary of New Kroll Holdings ("Reorganization Merger Sub"), and BCP/KROG Xxxger Corp., a Delaware corporation and a wholly owned subsidiary of BCP LLC ("Recapitalization Merger Sub"), are entering into a Merger Agreement (the "Merger Agreement").

  • Holdings adopted articles of incorporation and bylaws substantially identical to those of IWG in effect prior to the Holdings Reorganization, but for identifying factors such as the name and the authorized capital stock.

  • As part of the Holdings Reorganization, holders of IWG common stock received one share of Holdings common stock for each share of IWG common stock that they owned.

  • If the Holdings Reorganization has occurred, Holdings is engaged only in the businesses permitted to be engaged in pursuant to subsections 9.4 and Section 11(m).

  • EFINITIONSIn addition to the definitions and meanings given in AS/NZS 60598, the following terms used in this document have the meanings stated below.


More Definitions of Holdings Reorganization

Holdings Reorganization the merger or consolidation of the Borrower with a Subsidiary or other entity pursuant to Section 351 of the Code (or any similar statute) for the purpose and with the effect of causing the Borrower to become a wholly owned Subsidiary of Holdings, with the shares of capital stock of the Borrower outstanding immediately before the Holdings Reorganization to be converted into or exchanged for shares of capital stock of Holdings.
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Holdings Reorganization means the creation by the Borrower of a wholly-owned Subsidiary (“MergerCo”) and the merger of MergerCo with and into the Company with the Company as the surviving corporation, such that after giving effect to such transactions, the Borrower shall be the direct parent of, and shall directly own 100% of the issued and outstanding Capital Stock of, the Company and the ownership of the Borrower shall be the same as the ownership of the Company immediately prior to giving effect to the Holdings Reorganization.
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Related to Holdings Reorganization

  • 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);

  • 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;

  • 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.”

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

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

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

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

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

  • Proposed Acquisition Transaction means, with respect to a SpinCo, 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 Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such 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 (b) the total combined voting power of all outstanding shares of voting stock of such 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 such SpinCo of a shareholder rights plan or (ii) issuances by such 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 is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • 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.

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

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

  • 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.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares of any class pursuant to a Dividend Reinvestment Plan;