Internal Reorganization Transaction definition

Internal Reorganization Transaction means a bona fide internal reorganization transaction pursuant to which (i) the Issuer either merges into a Successor Issuer or becomes a wholly owned subsidiary of a Successor Issuer and (ii) all or substantially all of the Common Equity of such Successor Issuer is owned, directly or indirectly, by Persons who were stockholders of the Issuer immediately prior to the consummation of such transaction, in substantially the same proportions as immediately prior to the consummation of such transaction.
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Internal Reorganization Transaction means a bona fide internal reorganization transaction pursuant to which (i) the Issuer either merges into a Successor Issuer or becomes a wholly owned subsidiary of a Successor Issuer and (ii) all or substantially all of the Capital Stock of such Successor Issuer is owned, directly or indirectly, by Persons who were stockholders of the Issuer immediately prior to the consummation of such transaction, in substantially the same proportions, and with the same relative economic interests, as immediately prior to the consummation of such transaction.
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Internal Reorganization Transaction means a bona fide internal reorganization transaction pursuant to which (a) Ultimate Holdings either merges into a Successor Issuer or becomes a wholly-owned subsidiary of a Successor Issuer and (b) all of the Common Equity of such Successor Issuer is owned, directly or indirectly, by Persons who were shareholders of Ultimate Holdings immediately prior to the consummation of such transaction in substantially the same proportions as they owned the Equity Interests of Ultimate Holdings. 118
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Examples of Internal Reorganization Transaction in a sentence

  • Except as permitted under this Note, including to a Successor Issuer in connection with an Internal Reorganization Transaction, a deSPAC Transaction or a Merger Event (other than a Change of Control Event), the rights, interests or obligations hereunder may not be assigned or delegated, by operation of law or otherwise, in whole or in part, by the Issuer without the prior written consent of the Requisite Holders.

  • In no event shall Ultimate Holdings effect an Internal Reorganization Transaction unless (i) if Ultimate Holdings becomes a wholly owned subsidiary of a Successor Issuer in connection therewith, the Successor Issuer becomes co-obligor together with Ultimate Holdings with respect to the conversion obligations under this Article XVIII and (ii) the Outstanding Obligations thereafter are convertible into the Successor Securities in accordance with the terms of and conditions of this Article XVIII.

  • Notwithstanding anything to the contrary in this Note, in no event shall the Company effect an Internal Reorganization Transaction that would reasonably be expected to result in the restarting of the holding period under Rule 144 under the Securities Act in respect of the Common Stock underlying this Note, without the prior written approval of the Required Investors.

  • In no event shall the Company effect an Internal Reorganization Transaction unless (i) the Successor Company is properly classified as a corporation for U.S. federal income tax purposes and (ii) if the Company becomes a wholly owned subsidiary of a Successor Company in connection therewith the Successor Company becomes an additional obligor on this Note (together with the Company) and expressly assumes this Note and the payment obligations under this Note .

  • Except as permitted under this Note, including in connection with an Internal Reorganization Transaction, the rights, interests or obligations hereunder may not be assigned or delegated, by operation of law or otherwise, in whole or in part, by the Issuer without the prior written consent of the Requisite Holders.

  • Except as permitted under this Note and the Purchase Agreement, including in connection with an Internal Reorganization Transaction, the rights, interests or obligations hereunder may not be assigned or delegated, by operation of law or otherwise, in whole or in part, by the Issuer without the prior written consent of the Requisite Holders.


More Definitions of Internal Reorganization Transaction

Internal Reorganization Transaction means the Internal Reorganization and any other transfer of cash and other assets (whether by contribution, sale or otherwise) between any member of Parent Group and any member of RB Pharma Group or between any member of RB Pharma Group, in each case, in connection with the Internal Reorganization.
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Related to Internal Reorganization Transaction

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

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

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

  • Business Combination Transaction means:

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

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

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

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

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Business Transaction means any merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination involving the Company.

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

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • 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.

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

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

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

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

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • 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.

  • 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.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.