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.

  • 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.

  • For further details, see “— Reorganization — Onshore Reorganization — Conversion of Nanjing Howking into a sino-foreign joint venture” and “— Reorganization — Offshore Reorganization — Acquisition of Parka Aragon BVI by our Company” in this section.

  • 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).

  • Other than reported below, there has not arisen in the interval between the reporting date and the date of this financial report, any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of Cochlear, the results of those operations, or the state of affairs of Cochlear in future financial years.

  • For further details, see “— Reorganization — Onshore Reorganization — Reduction of registered capital of Nanjing Howking” and “— Reorganization — Offshore Reorganization — Offshore shareholding restructuring — (ii) Allotment and issue of Shares to the then shareholders of Nanjing Howking” in this section.

  • They also had communication system to ensure that strategies formulated are articulated to the staff and implementation direction becomes one.

  • 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.

  • Please see “History, Reorganization and Corporate Structure – Reorganization – Offshore Reorganization – Share Transfers of Our Shareholders – Share Transfer of Simcere Holding” for further details.

  • 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.

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 has the meaning ascribed thereto in subsection 2.12(4);

  • 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 the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, 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 Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such 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 (b) the total combined voting power of all outstanding shares of voting stock of such 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 such SpinCo of a shareholder rights plan or (ii) issuances by such 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 is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into 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 of any class 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 by the Company or an Acquiring Person that an Acquiring Person has become such.

  • 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 their 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.