Offshore Reorganization definition

Offshore Reorganization means the series of transactions described in Section 14.10 of the Shareholders Agreement.
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Offshore Reorganization means the reorganization to be effected pursuant to the terms of the Plan of Offshore Reorganization set forth in Exhibit B attached hereto.
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Offshore Reorganization has the meaning set forth in Section 14.12.
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Examples of Offshore Reorganization in a sentence

  • The Offshore Reorganization shall have been duly carried out and completed in accordance with the Plan of Offshore Reorganization (and the Offshore Reorganization Regulatory Approvals contemplated therein shall have been obtained and shall remain in full force and effect) and due diligence relating to the Offshore Reorganization shall have been completed by the Purchaser, in each case, to the satisfaction of the Purchaser in its sole discretion.

  • The WFOE, the Hong Kong and the Offshore Company shall have the requisite corporate power and authority and shall have taken all corporate actions necessary to consummate the transactions contemplated hereby (including the Offshore Reorganization).

  • Without the prior written consent of the Purchaser, following the consummation of the Offshore Reorganization, none of the Sellers shall Transfer its Offshore Company Shares received in connection with the Offshore Reorganization except in accordance with Article II of this Agreement.

  • Footnote: According to Section 8.8 of this Agreement, after the completion of the Offshore Reorganization, the Original ESOP shall be adopted among the Company and the Founders pursuant to which options to purchase up to 2% of the Ordinary Shares issued and outstanding prior to the Closing may be issued to qualifying officers, directors and employees of the Company Group.

  • Except for the arrangements contemplated by the Offshore Reorganization, the equity interest of the WFOE, the Hong Kong Company and the Offshore Company Shares shall have been duly authorized, are validly issued, fully paid and nonassessable, not subject to any Lien, preemptive rights or subscription rights (except required as by the Offshore Reorganization) and not issued in violation of their respective Organizational Documents.

  • The Purchaser shall have received a legal opinion of its PRC counsel or PRC counsel to the Sellers, dated as of the Closing Date, in substantially the form attached hereto as Exhibit C as to certain matters under PRC Laws, including the compliance of the transactions contemplated by this Agreement and the Offshore Reorganization with applicable PRC Laws.

  • As soon as practicable after the date hereof, the Sellers shall cause the Offshore Reorganization to be duly carried out and completed in accordance with the Plan of Offshore Reorganization set forth in Exhibit B attached hereto (for illustrative purposes only, an organizational chart of the Company, the WFOE, the Hong Kong Company and the Offshore Company immediately upon the completion of the Offshore Reorganization is also set forth in Exhibit B).

  • Without the prior written consent of the Purchaser, none of the Sellers shall Transfer any of its Company Equity Interests held as of the date hereof except to the extent contemplated under this Agreement and/or the Plan of Offshore Reorganization.

  • In connection herewith, the Purchaser may, from time to time, provide assistance to the Sellers and/or the Company in order for the Offshore Reorganization to be completed in a timely manner (such assistance may include specific written instructions and forms of Contracts); provided that the Sellers and/or the Company shall be under no obligation to accept such assistance.

  • For the avoidance of doubt, the indemnities provided under this Section 9.2 shall not extend to any Tax claims arising from the Gulf Coast and Offshore Reorganization or the Selling Stockholder Transaction, which matters shall be governed exclusively by Section 9.1 and Annex B.

Related to Offshore Reorganization

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

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

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

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

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

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

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • 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.

  • Business Acquisition means (a) an Investment by the Borrower or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into or consolidated with the Borrower or any Restricted Subsidiary or (b) an acquisition by the Borrower or any Restricted Subsidiary of the property and assets of any Person (other than a Subsidiary) that constitutes substantially all of the assets of such Person or any division or other business unit of such Person.

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

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

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan;

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of the Over-Allotment Option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.