Italian Reorganisation definition

Italian Reorganisation means the series of transactions which consists principally of (i) the contribution of the operating assets of GTECH to Italian Opco, (ii) the assumption of the liabilities related to such assets by Italian Opco and (iii) the contribution of shares in the Italian Opco and certain other Subsidiaries of GTECH by GTECH into Italian Holdco, each in accordance with the steps set out in the Structure Memorandum.
Italian Reorganisation means the series of transactions which consists principally of (i) the contribution of the operating assets of the Original Borrower to the New Facility B Borrower, (ii) the assumption of the liabilities related to such assets by the New Facility B Borrower and (iii) the contribution of shares in the New Facility B Borrower and certain other Subsidiaries of the Original Borrower by the Original Borrower into Italian Holdco, each in accordance with the steps set out in the Structure Memorandum.

Related to Italian Reorganisation

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • Reorganisation means (without limitation) any transaction, deemed transaction, step, procedure or agreement, including (but without limitation) the transfer, distribution, contribution or settlement of assets and/or liabilities.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • Newco Scheme means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Company; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of the Scheme of Arrangement (disregarding de minimis holdings by initial subscribers, if applicable); (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Company; (iv) all Subsidiaries of the Company immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Company) are Subsidiaries of the Company (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Company (or Newco) holds, directly or indirectly, the same percentage of the Ordinary Share Capital and Equity Share Capital of those Subsidiaries as was held by the Company immediately prior to the Scheme of Arrangement.

  • Corporate Reorganization means any change in the legal existence of any Obligor (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Organisation means a legal body which exists separately and distinctly from its members and includes companies, building societies, community benefit societies, local authorities and so on and also for the purposes of these Rules includes unincorporated organisations such as social clubs, branches of political parties or trade unions and other voluntary bodies.

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

  • Scheme of Arrangement means a scheme of arrangement, share for share exchange or analogous procedure.

  • Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

  • Scheme means the Water Regulations Advisory Scheme;

  • Reconstruction means the replacement of components of an existing facility to such an extent that:

  • the Scheme means the Local Government Pension Scheme in

  • Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.

  • Hospitalisation Means admission in a Hospital for a minimum period of 24 In patient Care consecutive hours except for specified procedures/ treatments, where such admission could be for a period of less than 24consecutive hours.

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

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • approved blood scheme means a scheme established or approved by the Secretary of State, or trust established with funds provided by the Secretary of State, for the purpose of providing compensation in respect of a person having been infected from contaminated blood products;

  • international organisation means an organisation and its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries.

  • relevant scheme means a scheme of financial assistance provided under—

  • CCAA means the Companies’ Creditors Arrangement Act (Canada).

  • stabilisation means processes which change the hazardousness of the constituents in the waste and transform hazardous waste into non-hazardous waste.

  • Exempt Newco Scheme means a Newco Scheme where, immediately after completion of the relevant Scheme of Arrangement, the ordinary shares or units or equivalent of Newco (or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco) are (i) admitted to trading on the Relevant Stock Exchange or (ii) admitted to listing on such other Regulated Market as the Issuer or Newco may determine;

  • Foreign Government Scheme or Arrangement has the meaning specified in Section 5.12(d).

  • Nationalisation means that all the Shares or all or substantially all the assets of the Share Company are nationalised, expropriated or otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof.

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

  • BCBCA means the Business Corporations Act (British Columbia);