Infrastructure Reorganization definition

Infrastructure Reorganization means (i) at any time during the effectiveness of the Existing Infrastructure Sale Agreement, the consummation of the Reorganisation (as defined in the Existing Infrastructure Sale Agreement) and/or any other internal reorganization that is undertaken in connection with or related to the Reorganisation (as defined in the Existing Infrastructure Sale Agreement) for the primary purpose of efficiently separating the Infrastructure Business in preparation for the sale of the Infrastructure Business to a third party, in each case, in whole or in part, and in compliance with the Infrastructure Reorganization Principles and (ii) at any time during the effectiveness of a Replacement Infrastructure Sale Agreement, the consummation of any internal corporate reorganization by the Parent Guarantor and/or its Subsidiaries, in whole or in part, that is undertaken for the primary purpose of efficiently separating the Infrastructure Business in preparation for the sale of the Infrastructure Business to a third party, as determined in good faith by the Parent Guarantor and that is in compliance with the Infrastructure Reorganization Principles.
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Infrastructure Reorganization means (i) at any time during the effectiveness of the Existing Infrastructure Sale Agreement, the consummation of the Reorganisation (as defined in the Existing Infrastructure Sale Agreement) and/or any other internal reorganization that is undertaken in connection with or related to the Reorganisation (as defined in the Existing Infrastructure Sale Agreement) for the primary purpose of efficiently separating the Infrastructure Business in preparation for the sale of the Infrastructure Business to a third party, in each case, in whole or in part, and in compliance with the Infrastructure Reorganization Principles and (ii) at any time during the effectiveness of a Replacement Infrastructure Sale Agreement, the consummation of any internal corporate reorganization by the Parent Guarantor and/or its Subsidiaries, in whole or in part, that is undertaken for the primary purpose of efficiently separating the Infrastructure Business in preparation for the sale of the Infrastructure Business to a third party, as determined in good faith by the Parent Guarantor and that is in compliance with the Infrastructure Reorganization Principles. “Infrastructure Reorganization Principles” means, if any asset constituting Collateral is transferred to a Subsidiary that is organized or incorporated under the laws of Canada, the Cayman Islands, Germany, Ireland, the Netherlands, Sweden, Switzerland, the United Kingdom or the United States pursuant to an Infrastructure Reorganization then, (i) such Subsidiary shall (x) be a Guarantor at the time of such transfer or (y) become a Guarantor in the manner set forth in Section 6.09(b) and (ii) such asset shall become Collateral as soon as practicable thereafter; provided that no Infrastructure Reorganization shall result in all or substantially all of the Collateral being released from the security interest of the Administrative Agent or a material impairment of the security interest of the Administrative Agent in the Collateral, taken as a whole. “Infrastructure Sale Agreement” means (a) at any time that the Existing Infrastructure Sale Agreement is in effect, the Existing Infrastructure Sale Agreement and (b) at any time after the Existing Infrastructure Sale Agreement is terminated, any Replacement Infrastructure Sale Agreement that is in effect at such time.
Sample 1
Infrastructure Reorganization means (i) at any time during the effectiveness of the Existing Infrastructure Sale Agreement, the consummation of the Reorganisation (as defined in the Existing Infrastructure Sale Agreement) and/or any other internal reorganization that is undertaken in connection with or related to the Reorganisation (as defined in the Existing Infrastructure Sale Agreement) for the primary purpose of efficiently separating the Infrastructure Business (as defined in the Priming Facility Credit Agreement) in preparation for the sale of the Infrastructure Business to a third party, in each case, in whole or in part, and in compliance with the Infrastructure Reorganization Principles (as defined in the Priming Facility Credit Agreement) and (ii) at any time during the effectiveness of a Replacement Infrastructure Sale Agreement, the consummation of any internal corporate reorganization by the Issuer and/or its Subsidiaries, in whole or in part, that is undertaken for the primary purpose of efficiently separating the Infrastructure Business in preparation for the sale of the Infrastructure Business to a third party, as determined in good faith by the Issuer and that is in compliance with the Infrastructure Reorganization Principles (as defined in the Priming Facility Credit Agreement).
Sample 1

Related to Infrastructure Reorganization

  • 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.

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

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

  • 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.

  • 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.

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

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

  • Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

  • Coordinated External Transaction means a transaction to simultaneously purchase and sell energy on either side of a CTS Enabled Interface in accordance with the procedures of Operating Agreement, Schedule 1, section 1.13, and the parallel provisions of Tariff, Attachment K- Appendix.

  • Coordinated Transaction Scheduling or “CTS” shall mean the market rules that allow transactions to be scheduled based on a bidder’s willingness to purchase energy from a source in either the NYISO or PJM Control Area and sell it at a sink in the other Control Area if the forecasted price at the sink minus the forecasted price at the corresponding source is greater than or equal to the dollar value specified in the bid.

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

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

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

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

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • 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.

  • Acquisitions means the acquisition by the Borrower or its Subsidiaries of at least a majority of the capital stock or all or substantially all of the property of another Person, division of another Person or other business unit of another Person, whether or not involving a merger or consolidation of such Person; provided, that such Person or property is used or useful in a Permitted Line of Business.

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

  • Reverse Split has the meaning set forth in Section 5.21.

  • Land acquisition means the taking of or alienation of land, buildings or other assets thereon for purposes of the Project.

  • 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.

  • Mergers has the meaning set forth in the Recitals.

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