Internal Restructuring Steps definition

Internal Restructuring Steps shall have the meaning set forth in the recitals to this Agreement.
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Examples of Internal Restructuring Steps in a sentence

  • Buyer shall have the right to review such statement setting forth the Internal Restructuring Steps (and any statement setting forth any modification to such Internal Restructuring Steps delivered pursuant to Section 6.09(c)) and any additional information relating thereto that Buyer may reasonably request prior to the implementation of the applicable Internal Restructuring Steps.

  • Within thirty (30) days after the filing of the U.S. federal income Tax Return of Covidien LP for the taxable year in which Covidien LP completes the transfer of the U.S. Assets pursuant to the Internal Restructuring Steps, the parties shall mutually agree on a final determination of the Final Inventory Tax Basis and the Final Aggregate Tax Basis (and each party shall reasonably endeavor to reach such mutual agreement).

  • Within ninety (90) days after the date on which Covidien LP completes the transfer of the U.S. Assets pursuant to the Internal Restructuring Steps, Seller shall deliver to Buyer revised estimates of the Tax basis of the U.S. Inventory and the U.S. Assets.

  • To the extent Seller finally determines to make any such modification pursuant to the preceding sentence, Seller shall deliver a statement setting forth such modified Internal Restructuring Steps to Buyer as promptly as practicable following any such final decision to modify.

  • In the event the Internal Restructuring Steps are so modified, Schedule 6.09(a) to the Disclosure Letter shall be deemed to be automatically amended to reflect such modifications to the extent applicable.

  • Notwithstanding anything to the contrary in this Agreement, (i) the transfer of the Transferred Assets owned, as of the date hereof, by the Specified Entity shall be structured as a sale of the Transferred Assets by the Specified Entity or one of its Swiss Affiliates to Buyer or one of its non-Swiss Affiliates (such Transfer, the “Swiss Asset Transfer”), (ii) Seller shall, pursuant to the Internal Restructuring Steps, cause Innerdyne Holdings, Inc., and KPR U.S., Inc.

  • Seller has delivered to Buyer a statement on Schedule 6.09(a) to the Disclosure Letter setting forth the expected Internal Restructuring Steps as of the date hereof.

  • Notwithstanding any other provision, (x) Seller shall be entitled to any refund, credit or reimbursement for any Transfer Taxes arising from, or relating to, the Internal Restructuring Steps, and (y) Buyer shall be entitled to any refund, credit or reimbursement for any Transfer Taxes or VAT arising from, or relating to, any Transfer Taxes or VAT imposed on the transfer of the Transferred Equity Interests and the Transferred Assets to Buyer and assumption of the Assumed Liabilities by Buyer.

Related to Internal Restructuring Steps

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

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

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

  • 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.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • 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.

  • 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.

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

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

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

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

  • 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.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

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

  • 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.

  • Restructuring has the meaning set forth in the Recitals.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

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

  • 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.

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

  • 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.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • 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.

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

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

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.