Internal Reorganization Documents definition

Internal Reorganization Documents means the documents and agreements pursuant to which the Internal Reorganization shall be implemented.
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Internal Reorganization Documents means the Master Reorganization Agreement as amended by the MRA Amendment, the Business Transfer Agreement, the Operative Documents (as defined in the Business Transfer Agreement), the BPPR IP Transfer Agreement, the TicketPop Service Agreement, the Centro Europa Building Lease and the ISO Agreement and any other ancillary agreements, schedules or exhibits contemplated thereby.
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Internal Reorganization Documents means (i) the Master Reorganization Agreement as amended by the MRA Amendment and the Second MRA Amendment, (ii) the Business Transfer Agreement as amended by the BTA Amendment, (iii) the Operative Documents (as defined in the Business Transfer Agreement, as amended), (iv) the BPPR IP Transfer Agreement as amended by the BPPR IPTA Amendment, (v) the TicketPop Service Agreement, (vi) the Centro Europa Building Lease, (vii) the Señorial Building Lease, and (viii) the ISO Agreement (as amended by the First ISO Amendment) and any other ancillary agreements, schedules or exhibits contemplated thereby.
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Examples of Internal Reorganization Documents in a sentence

  • EPC shall hold the proceeds of the EHP Cash Distribution in a segregated bank account and, as promptly as practicable following the receipt of the EHP Cash Distribution (and in any event within 12 months following the Distribution), pursuant to the Internal Reorganization and Internal Reorganization Documents, EPC shall use the proceeds from the EHP Cash Distribution to make payments to third-party creditors or shareholders of EPC.

  • Following the Closing: (i) none of Stockholder or its Affiliates shall, and Stockholder shall cause its Affiliates not to, hold itself out as affiliated with Parent, the Companies, or any of their respective Affiliates; and (ii) none of the Companies shall, and Parent shall cause each of the Companies not to, hold itself out as affiliated with Stockholder or its Affiliates, in each case except as contemplated by any of the Ancillary Agreements, Internal Reorganization Documents, or this Agreement.

  • EPC shall hold the proceeds of the NEL Cash Distribution in a segregated bank account and, as promptly as practicable following the receipt of the NEL Cash Distribution (and in any event within 12 months following the NEL Cash Distribution), pursuant to the Internal Reorganization and Internal Reorganization Documents, EPC shall use the proceeds from the NEL Cash Distribution to make payments to third-party creditors or shareholders of EPC.

  • Prior to the effective time of the Edgewell NEL Distribution, in partial consideration for the assets to be transferred to Edgewell NEL pursuant to the Internal Reorganization and the Internal Reorganization Documents, Edgewell NEL shall transfer to EII, the proceeds of the NEL Credit Facility (other than amounts used to pay fees, in an amount equal to €241,179,097.81) (the “NEL Cash Distribution”).

  • Notwithstanding anything contained in this Section 9.08(c) to the contrary, the releases set forth in this Section 9.08(c) shall not affect or release the obligations of Buyer, the Target Companies or their respective Affiliates under this Agreement, the Confidentiality Agreement, any other Ancillary Agreement or any of the Internal Reorganization Documents.

  • Notwithstanding anything contained in this Section 9.08(d) to the contrary, the releases set forth in this Section 9.08(d) shall not affect or release the obligations of Seller under this Agreement, the Confidentiality Agreement, any other Ancillary Agreements, the Restrictive Covenant Agreements or the Internal Reorganization Documents.

  • Prior to the effective time of the Edgewell NEL Distribution, in partial consideration for the assets to be transferred to Edgewell NEL pursuant to the Internal Reorganization and the Internal Reorganization Documents, Edgewell NEL shall transfer to EII, the proceeds of the NEL Credit Facility (in an amount equal to $[250,000,000]) (the “NEL Cash Distribution”).

  • From and after the date hereof Stockholder shall not, and shall cause the Stockholder Parties and the Companies not to, amend, modify, terminate, supplement or waive any term or provision of the Internal Reorganization Documents or the IP Purchase & Sale Agreement without the prior written consent of Parent.

  • From and after the date hereof Stockholder shall not and shall cause the Stockholder Parties and the Companies not to, amend, modify, terminate, supplement or waive any term or provision of the Internal Reorganization Documents or the IP Purchase & Sale Agreement without the prior written consent of Parent.


More Definitions of Internal Reorganization Documents

Internal Reorganization Documents means that certain (a) Asset Contribution Agreement, by and between EIS Legacy, LLC and Trient, dated as of September 30, 2019, (b) Asset Contribution Agreement, by and between EIS Legacy, LLC and Tekra, dated as of September 30, 2019, (c) Xxxx of Sale, by and between EIS Legacy, LLC and Trient, dated as of September 30, 2019, 69 LEGAL02/39540989v11
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Related to Internal Reorganization Documents

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

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

  • Acquisition Documents means the Acquisition Agreement, all other agreements to be entered into between or among the Acquired Company or its Affiliates and the Borrower or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

  • 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.

  • Formation Documents means, collectively, the Issuer LLC Agreement, the Issuer Certificate of Formation and any other document pursuant to which the Issuer is formed or governed, as each may be amended or supplemented from time to time.

  • Application Documents means collectively: (i) the grant application submitted by Grantee, including all exhibits, schedules, appendices and attachments thereto; (ii) all documents, correspondence and other written materials submitted with respect to the grant application; and (iii) all amendments, modifications or supplements to any of the foregoing approved in writing by City.

  • Organizational Documents means (a) with respect to a corporation, the charter, articles or certificate of incorporation, as applicable, and bylaws thereof, (b) with respect to a limited liability company, the certificate of formation or organization, as applicable, and the operating or limited liability company agreement thereof, (c) with respect to a partnership, the certificate of formation and the partnership agreement, and (d) with respect to any other Person the organizational, constituent and/or governing documents and/or instruments of such Person.

  • Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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

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

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

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

  • Transaction Documents means this Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

  • L/C Documents means the Letters of Credit, any draft or other document presented in connection with a drawing thereunder, the Applications and this Agreement.

  • Merger Documents shall have the meaning assigned to it in Section 2.6 hereof.

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

  • Depositor’s Formation Documents means the Certificate of Formation of Nissan Auto Leasing LLC II, dated as of October 24, 2001 and the Limited Liability Company Agreement of Nissan Auto Leasing LLC II, dated as of October 29, 2001.

  • Ruling Documents means the Ruling and the Ruling Request.

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

  • Organic Documents with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Constituent Documents means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.

  • Public Documents As defined in Section 4.02(a) of this Agreement.

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

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.