Inversion Transaction definition
Inversion Transaction means any Merger Event (as such term is defined in Section 12.1(b) of the Equity Definitions without regard to any amendment to such definition in this Confirmation), reincorporation of Counterparty, corporate inversion of Counterparty or similar transaction pursuant to which (x) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia, (y) the Counterparty following such Merger Event, reincorporation of Counterparty or corporate inversion of Counterparty is organized in a jurisdiction other than the United States, any State thereof or the District of Columbia or (z) the Counterparty following such Merger Event, reincorporation of Counterparty, corporate inversion of Counterparty or similar transaction will not be a corporation.
Inversion Transaction means any Merger Event, reincorporation of Company, corporate inversion of Company or similar transaction pursuant to which (x) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia, (y) the Company following such Merger Event, reincorporation of Company or corporate inversion of Company is organized in a jurisdiction other than the United States, any State thereof or the District of Columbia or (z) the Company following such Merger Event, reincorporation of Company, corporate inversion of Company or similar transaction will not be a corporation.
Inversion Transaction means the transactions among the Parent Borrower and its subsidiaries (including the Original U.S. Borrower and its subsidiaries prior to such transactions) as described in the Inversion Documents.
Examples of Inversion Transaction in a sentence
Issuer shall not enter into or consummate any Inversion Transaction unless the successor Issuer immediately following such Inversion Transaction repeats to Dealer immediately following such Inversion Transaction the representations and warranties set forth in Section 3(a) of the Agreement (as if references therein to (i) “execute” and “deliver” were replaced with “assume” and (ii) “execution, delivery” were replaced with “assumption”).
Counterparty shall not enter into or consummate any Inversion Transaction unless the successor Counterparty immediately following such Inversion Transaction repeats to Dealer immediately following such Inversion Transaction the representations and warranties set forth in Section 3(a) of the Agreement (as if references therein to (i) “execute” and “deliver” were replaced with “assume” and (ii) “execution, delivery” were replaced with “assumption”).
The provisions of this Section 5.01 shall not apply to transactions undertaken pursuant to an Inversion Transaction to the extent provided in and permitted by any supplemental indenture for a series of Notes.
More Definitions of Inversion Transaction
Inversion Transaction means any Merger Event, reincorporation of Issuer, corporate inversion of Issuer or similar transaction pursuant to which (x) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia, (y) the Issuer following such Merger Event, reincorporation of Issuer or corporate inversion of Issuer is organized in a jurisdiction other than the United States, any State thereof or the District of Columbia or (z) the Issuer following such Merger Event, reincorporation of Issuer, corporate inversion of Issuer or similar transaction will not be a corporation.
Inversion Transaction means a transaction or series of related transactions undertaken to facilitate the global movement of cash assets among affiliated group members in a tax efficient manner pursuant to which (i) a U.S. parent company (“FORMER PARENT”) becomes a wholly owned subsidiary of a newly organized offshore/foreign entity or entities (in either case, or together, “NEW PARENT”); (ii) all of the issued and outstanding capital stock of Former Parent is converted into an equivalent number of shares of capital stock of New Parent; and (iii) the foreign subsidiaries of Former Parent would then be owned by New Parent, either directly or through a foreign subsidiary of New Parent, and would be sister companies of Former Parent, and the domestic subsidiaries would be held through Former Parent as a U.S. subsidiary of New Parent.
Inversion Transaction means a transaction or series of related transactions undertaken to facilitate the global movement of cash assets among affiliated group members in a tax efficient manner pursuant to which (i) a U.S. parent company (“Former Parent”) becomes a wholly owned subsidiary of a newly organized offshore/foreign entity or entities (in either case, or together, “New Parent”); (ii) all of the issued and outstanding capital stock of Former Parent is converted into an equivalent number of shares of capital stock of a New Parent; and (iii) the foreign subsidiaries of Former Parent would then be owned by New Parent, either directly or through a foreign subsidiary of New Parent, and would be sister companies of Former Parent, and the domestic subsidiaries would be held through Former Parent as a U.S. subsidiary of New Parent.
Inversion Transaction means a transaction or series of related transactions undertaken to facilitate the global movement of cash assets among affiliated group members in a
Inversion Transaction means the transactions among the Parent Borrower and its subsidiaries (including the Original U.S. Borrower
Inversion Transaction means any transaction in which 100% of the outstanding Common Equity of the Issuer is exchanged, whether by merger, reverse merger, share purchase, exchange or otherwise, for Common Equity of another Person (or such Common Equity and cash) that is not organized under the laws of the United States, any state thereof or the District of Columbia (the “Inversion Parent Company”) and, immediately after the completion of such transaction and any associated transactions, (a) holders of the Issuer’s Common Equity prior to such transaction own a majority of the outstanding Common Equity of the Inversion Parent Company and (b) the Inversion Parent Company directly or indirectly owns 100% of the outstanding Capital Stock of the Issuer; provided, that, at the time of completion of any such transaction, no Default or Event of Default has occurred and is continuing under this Indenture.