Internal Restructurings definition

Internal Restructurings has the meaning set forth in Section 2.1(a).
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Internal Restructurings has the meaning set forth in the Merger Agreement.
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Internal Restructurings has the meaning set forth in Section 6.6(g).
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Examples of Internal Restructurings in a sentence

  • Seller Parent shall be solely responsible for any VAT imposed on any transaction or step forming part of the Seller Internal Restructurings and the costs of preparing and filing any Tax Returns in respect of any such VAT and Purchaser Parent shall be solely responsible for any VAT imposed on any transaction or step forming part of the Purchaser Internal Restructurings and the costs of preparing and filing any Tax Returns in respect of any such VAT.

  • For clarity, this Section 6.5(k)(i) does not apply to any VAT imposed on any transaction or step forming part of the Seller Internal Restructurings or the Purchaser Internal Restructurings.

  • Seller Parent shall be solely responsible for any Transfer Taxes imposed on any transaction or step forming part of the Seller Internal Restructurings and the costs of preparing and filing any Tax Returns in respect of any such Transfer Taxes and Purchaser Parent shall be solely responsible for any Transfer Taxes imposed on any transaction or step forming part of the Purchaser Internal Restructurings and the costs of preparing and filing any Tax Returns in respect of any such Transfer Taxes.

  • Seller Parent may at any time prior to the Closing supplement or amend the lists set forth in Section 4.3(b) or Section 4.3(c) of the Seller Disclosure Letter, solely to reflect any changes pursuant to the Seller Internal Restructurings (including any steps Seller Parent shall undertake to effect the Seller Internal Restructurings) made in accordance with (f)(i).

  • For clarity, this Section 6.5(j) does not apply to any Transfer Taxes imposed on any transaction or step forming part of the Seller Internal Restructurings or the Purchaser Internal Restructurings.

  • The Parties acknowledge and agree that certain of the Sellers and the Conveyed Subsidiaries (the “New Subsidiaries”) will be established, formed or incorporated, as applicable, following the date of this Agreement and prior to the Closing in connection with the Seller Internal Restructurings, and such New Subsidiaries are therefore not in existence as of the date of this Agreement.

  • All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law.

  • Particularly, researches in Chinese dialogue systems require much more insight into Chinese grammar and many unique linguistic phenomena.Currently there are many researchers working on spoken language dialogue system and also build some preliminary systems [1][2][3].

  • SpinCo shall not engage in, cause or permit any Internal Restructurings that prevent or could reasonably be expected to prevent the Merger from qualifying as a tax-free liquidation under Section 332 of the Code.

  • However, the Tax Matters Agreement will provide for each of the Parent and the Reorganized Debtor to indemnify the other party if they or any of their respective subsidiaries cause any of the transactions contemplated by the Internal Restructurings or the Reorganized Debtor Spin-Off to become taxable.

Related to Internal Restructurings

  • 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.

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

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

  • 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.

  • Restructuring has the meaning set forth in the Recitals.

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

  • 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.

  • 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.

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

  • 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.

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

  • 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).

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

  • Historic Structure means any structure that is:

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

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

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

  • 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 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.

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

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

  • Internal Systems means the internal systems of each of the Corporation that are presently used in its Business or operations, including, computer hardware systems, software applications and embedded systems.

  • Coordinated External Transaction means a transaction to simultaneously purchase and sell energy on either side of a CTS Enabled Interface in accordance with the procedures of Operating Agreement, Schedule 1, section 1.13, and the parallel provisions of Tariff, Attachment K- Appendix.

  • 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.