Internal Restructure definition

Internal Restructure means, with respect to the Company, any re-formation, conversion, transfer of assets, merger, incorporation, liquidation or other reorganization transaction undertaken in a manner that results in the Members or their Affiliates continuing to have substantially the same direct or indirect ownership of the Company’s assets in place prior to such transaction, with essentially the same governance and protective rights available to the Members under this Agreement.
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Internal Restructure means any re-formation, conversion, transfer of assets, transfer by Members of their Units, merger, incorporation, liquidation or other transaction undertaken in a manner that results in the Members or their Affiliates continuing to have substantially the same direct or indirect ownership of the Company’s assets in place prior to the Internal Restructure, and preserves (a) the relative economic interests of the Members or their Affiliates in the Company or any entity (including an entity organized under the laws of a foreign jurisdiction) that succeeds to the Company in such transaction and (b) the limited liability of the Members to the substantially same extent afforded by the Act.
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Internal Restructure means any re-formation, Conversion, transfer of assets, transfer of membership interests or other securities, merger, incorporation, liquidation or other transaction of, or relating to, or affecting the Company, completed in compliance with Section 9.8.
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Examples of Internal Restructure in a sentence

  • All Members shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating an Internal Restructure including a Conversion including voting for or consenting thereto.

  • Subject to completion of the Internal Restructure, Carbon Conscious Investments will begin receiving quarterly income from the Carbon Business in April 2019.

  • The Company and the Board shall attempt to structure the Internal Restructure in the most tax efficient manner possible in order to minimize any tax consequences on the Members; however, the Members acknowledge and agree that an Internal Restructure may have adverse tax consequences.

  • The differential between the carrying value of the properties sold, being R4.87 billion at 31 March 2018 and the fair value of the properties recognised by HPF is eliminated on consolidation of Tsogo; and– The Cassava and Listed shares issued to the Sellers according to the Tsogo Internal Restructure and the Subscription Shares relating to the Purchase Consideration are eliminated on consolidation of Tsogo.

  • Upon the consummation of an Internal Restructure, the surviving entity or entities shall assume or succeed to all of the outstanding debt and other liabilities and obligations of the Company.

  • The differences between the Internal Restructure and the LLP options were largely around their capacity to generate external income.

  • The difference between the consideration established under the Internal Restructure and the adjusted carrying value of the assets and liabilities (at the date of the transaction) acquired totalling $51.9 million has been recognised in equity.

  • No Member shall have any dissenters’ or appraisal rights in connection with any Internal Restructure conducted in accordance with this Section 6.6.

  • Upon completion of the Internal Restructure, Carbon Conscious Investments will hold 100% of the issued capital in ACCUAM which was incorporated to be the holding entity of the Carbon Business Contracts and Carbon Business Assets (see Figures 2 and 3 in Section 3.1).

  • It is the intent of the Members that an Internal Restructure is part of their investment decision with respect to Units of the Company.


More Definitions of Internal Restructure

Internal Restructure means, with respect to the Company, any re-formation, conversion, transfer of assets, Transfer by Members of their Units, merger, incorporation, liquidation or other transaction undertaken in a manner that results in the Members or their Affiliates continuing to have substantially the same direct or indirect ownership of the Company’s assets in place prior to the Internal Restructure, and preserves the relative economic interests or rights of the Members or their Affiliates in the Company (including rights to liquidating and other distributions) or any entity (including an entity organized under the Laws of a foreign jurisdiction) that succeeds to the Company in such transaction.
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Internal Restructure shall have the meaning set forth in the recitals to this Agreement.
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Internal Restructure means any re-formation, conversion, transfer of assets, transfer
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Internal Restructure means, with respect to the Company Group, any re-formation, conversion, transfer of assets, Transfer by Members of their Units, merger, incorporation, liquidation, recapitalization, reorganization, contribution and exchange of Units into other equity interests or other transaction in connection with tax, the Investment Company Act of 1940 or other regulatory or other reasons, in each case undertaken (a) in connection with a Public Offering in accordance with this Agreement or (b) as Evolve reasonably determines appropriate to comply with changes in Law, in each case, in a manner that does not materially and disproportionately adversely affect any Member or class of Units as compared to the effect on any other Member or class of Units.
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Internal Restructure means, with respect to the Company, any re-formation, conversion, transfer of assets, Transfer by Members of their Units, merger, incorporation, liquidation or other transaction undertaken in a manner that results in the Members or their Affiliates continuing to have substantially the same direct or indirect ownership of the Company’s assets in place prior to the Internal Restructure, and preserves the relative economic interests of the Members or their Affiliates in the Company or any Entity (including an Entity organized under the Laws of a foreign jurisdiction) that succeeds to the Company in such transaction and does not cause adverse tax consequences to any Member.
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Related to Internal Restructure

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

  • External Resource means a generation resource located outside the metered boundaries of the PJM Region.

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

  • external borders means external borders as defined in Article 2(2) of Regulation (EU) 2016/399;

  • Internal lot restriction means a platted note, platted demarcation, or platted designation that:

  • External Debt means obligations (other than the Notes) of, or guaranteed by, the Republic for borrowed money or evidenced by bonds, notes or other similar instruments denominated or payable, or those which at the option of the holder thereof are so denominated or payable, in a currency other than the local currency of the Republic.

  • Internal floating roof means a cover or roof in a fixed-roof tank that rests upon or is floated upon, the liquid being contained, and is equipped with a closure seal or seals to close the space between the roof edge and the tank shell.

  • Financial Restatement means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws that is required in order to correct:

  • Internal Distribution has the meaning set forth in the recitals.

  • Internal Control Event means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Company’s internal controls over financial reporting, in each case as described in the Securities Laws.

  • External floating roof means a storage vessel cover in an open tank top consisting of a double deck or pontoon single deck which rests upon and is supported by the petroleum liquid being contained and is equipped with a closure seal or seals to close the space between the roof edge and tank shell.

  • Internal Purposes means distribution of installation programs of Licensee products both internally within Licensee and externally to Licensee’s customers.

  • Internal Revenue Code means the Internal Revenue Code of 1986, as amended, or any successor statute.

  • Historic Structure means any structure that is:

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Internal dose means that portion of the dose equivalent received from radioactive material taken into the body.

  • External Review means an independent review of an Adverse Benefit Determination conducted by an Independent Review Organization.

  • Internal Use means use of the Sprinklr Services for Customer’s and/or Customer Affiliates’ general business use, solely for the benefit of Customer and/or Customer Affiliates, but does not include use of the Sprinklr Services to provide any services for the benefit of third parties.

  • Internal control means a process effected by an entity's governing board, management, and other personnel, designed to provide reasonable assurance regarding the achievement of objectives in the following categories:

  • internal waters means any navigable river or waterway within the State of California.

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

  • U.S. Internal Revenue Code means the United States Internal Revenue Code of 1986, as amended.

  • External dose means that portion of the dose equivalent received from any source of radiation outside the body.

  • Public External Indebtedness means any External Indebtedness which is in the form of, or represented by, notes, bonds or other securities which are for the time being quoted, listed or ordinarily dealt in on any stock exchange.

  • Internal Revenue Service means the United States Internal Revenue Service.

  • external wall means an outer wall of a building even though adjoining to a wall of another building and also means a wall abutting on an interior open space of a building;