Intercompany Reorganization definition

Intercompany Reorganization shall have the meaning ascribed to that term in the Distribution Agreement.
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Intercompany Reorganization means any and all direct or indirect transfers of Equity Interests solely between or among Credit Parties to (a) effect the movement of (i) Novocure Inc. from a direct, wholly-owned Subsidiary of Borrower to a direct, wholly-owned Subsidiary of Novocure GmbH or (ii) Novocure GmbH (Germany) from a direct, wholly-owned Subsidiary of Novocure Luxembourg to a direct, wholly-owned Subsidiary of Novocure GmbH, or (b) otherwise effect a reorganization of the organizational structure or capital structure of Borrower and its Subsidiaries for the purpose of optimizing the overall economic performance and efficiency of Borrower and its Subsidiaries as a whole; provided, that, in each case under clauses (a) and (b) above, such transfer (x) complied with arm’s length principles pursuant to Section 482 of the IRC and comparable applicable foreign laws or regulations, (y) each of the relevant Credit Parties shall then be in compliance with all obligations under this Agreement applicable to it (including Section 6.14) and (z) there shall not then have occurred and be continuing any Default or Event of Default; provided, further, that, in each case under clause (b) above, such transfer has been approved by Lender prior to the consummation thereof, such approval not to be unreasonably withheld or delayed.
Sample 1
Intercompany Reorganization means the actions taken prior to the Distribution to separate the VRM Business and the Retained Business, including without limitation, the actions set forth in Article II. "IRBs" shall mean the 10.25% Refunding Revenue Bonds Series 1987A and the 10.625% Revenue Bonds Series 1987B, issued by the Industrial Development Corporation of Port Corpus Christi, with VRM as the borrower and the Company as guarantor. "Liabilities" shall mean with respect to any Person, any and all debts, liabilities, commitments and obligations, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever or however arising, including, without limitation, all costs and expenses relating thereto, and including, without limitation, those debts, liabilities and obligations arising under law, rule, regulation, permits, action or proceeding before any court or regulatory agency or administrative agency, order or consent decree or any award of any arbitrator of any kind, and those arising under contract, commitment or undertaking. "MTBE Project" shall mean the installation of a plant in Mexico to produce methyl tertiary butyl ether and transactions related thereto described on Schedule 1.1(b). "No-Action Letter" shall mean a letter from the staff of the SEC indicating, among other things, that the Division of Corporation Finance will not recommend enforcement action to the SEC if the VRM Common Stock is distributed pursuant to the Distribution without registration under the Securities Act. "Personal Property" shall mean, collectively, as of any given date, the personal property owned by Valero Management Company including without limitation computer hardware, communications equipment, auto, trucks, personal computers, lamps, chairs, desks, artwork, office furniture, books and office supplies. "Project Contracts" shall mean, as of any given date, and include any con- tract or agreement heretofore entered into for the provision of any money, guarantee, debt, service, labor, materials or improvements, or any other good, service, duty, obligation or thing of value pertaining or related to the MTBE Project, including, without limitation, any and all contracts, agreements, guarantees, letters, letters of intent, undertakings or understandings, written or unwritten, in respect thereto, including, without limitation the Letter of Intent, the Memorandum of Understanding, the PROESA-BANAMEX Letter, the VEC-PEMEX Letter, th...
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Examples of Intercompany Reorganization in a sentence

  • Duck Head shall perform all actions necessary or appropriate, and within its power, to accomplish the Intercompany Reorganization, as contemplated by Section 2.1, and the Duck Head Financing, as contemplated by Section 2.2.

  • To visit the clinic, two taxis instead of one have to be taken, and using taxis is time consuming because, in town, one has to wait until the taxi is full, which could take up to three hours.

  • Delta Woodside and each other member of the Delta Woodside Tax Group shall jointly and severally indemnify Duck Head, other members of the Duck Head Tax Group, Delta Apparel, and other members of the Delta Apparel Tax Group, against and hold them harmless from liability for Taxes with respect to any Pre-Distribution Period, including without limit liability resulting from the Intercompany Reorganization, the Distribution, the existence of any excess loss account, or intercompany transactions.

  • The Ceding Company represents that there are no contracts and agreements to which Savers is a party and which have a material effect on the Coinsured Policies, except: National Health Services (pre-certification and utilization review), Managed Care USA (preferred provider organization), PMSC (policy administration system), PCS (prescription drug card administration), and Medicode (outpatient U&C claims edit).

  • Take any action or engage in any transaction (or series of actions or transactions), whether by reorganization, sale of assets, merger, dissolution, amendment of Operating Documents or otherwise (including, for the avoidance of doubt, the Intercompany Reorganization), the primary purpose of which is to evade, avoid or seek to avoid the performance or observance of any of the covenants, agreements or obligations of any Credit Party under the Loan Documents (including under the Collateral Documents).

  • Except for the Liens arising under this Agreement and the other Loan Documents, directly or indirectly sell, assign, pledge, or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except (a) to qualify directors if required by Requirements of Law or (b) any Intercompany Reorganization.

  • In connection with the Intercompany Reorganization the Company and VRM shall enter into an Interim Services Agreement in form and substance substantially the same as the Interim Services Agreement attached hereto as Annex A.

  • The Transaction (other than the Merger, the elements of the Intercompany Reorganization described in Item 9 of Schedule XVI and the payment of fees and expenses) shall have been consummated in accordance with all applicable law and the respective Transaction Documents.

  • No party to this Agreement shall convey, assign or otherwise transfer any of its rights or obligations under this Agreement without the express written consent of the other party hereto, which shall not be unreasonably withheld or delayed, except that the Company may assign its rights hereunder to an Affiliate or to a successor to all or substantially all of the business of the Company as conducted at the time of the Intercompany Reorganization.


More Definitions of Intercompany Reorganization

Intercompany Reorganization means the actions taken prior to the Distribution to separate the VRM Business and the Retained Business, including without limitation, the actions set forth in Article II.
Sample 1
Intercompany Reorganization means any and all entity formations, asset transfers, capital contributions, Indebtedness, licensing and supply transactions and any other arrangements solely between or among Borrower and its wholly-owned Subsidiaries or Borrower’s wholly-owned Subsidiaries, to effect the reorganization of the organizational structure or capital structure of Borrower and its Subsidiaries for the purpose of optimizing the overall economic performance and efficiency of Borrower and its Subsidiaries as a whole, to occur and be consummated: (a) on or before March 31, 2023 as to the agreements and transactions described on Exhibit F hereto; and (b) thereafter; provided, however, that in each case under clause (b) above, such formation, transfer, contribution, Indebtedness, transaction or arrangement has been approved by the Collateral Agent or the Required Lenders prior to the consummation thereof, such approval not to be unreasonably withheld or delayed.
Sample 1
Intercompany Reorganization means any and all entity formations, asset transfers, capital contributions, Indebtedness, licensing and supply transactions and any other arrangements solely between or among the Company and its Wholly-Owned Subsidiaries or Company’s Wholly-Owned Subsidiaries, to effect the reorganization of the organizational structure or capital structure of the Company and its Subsidiaries for the purpose of optimizing the overall economic performance and efficiency of the Company and its Subsidiaries as a whole, to occur and be consummated: (a) on or before March 31, 2023 as to the agreements and transactions described on Exhibit B hereto; and (b) thereafter; provided, however, that in each case under clause (b) above, such formation, transfer, contribution, Indebtedness, transaction or arrangement has been approved by the Purchaser prior to the consummation thereof, such approval not to be unreasonably withheld or delayed.
Sample 1
Intercompany Reorganization means the intercompany transactions described on Schedule XVI hereto.
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Related to Intercompany Reorganization

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

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

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

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

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

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • 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.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

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

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

  • 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.

  • 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.

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

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

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

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

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Reorganization Agreement has the meaning set forth in the recitals.

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

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • 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.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Mergers has the meaning set forth in the Recitals.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.