Parent Reorganization definition

Parent Reorganization means the transactions to be undertaken by Parent and its Subsidiaries at or prior to the Closing, following which (1) GPI will have converted to a limited liability company formed in Delaware, (2) Parent will hold, directly or indirectly, all of the membership interests of Issuer and (3) Issuer will hold, directly or indirectly, all of the membership interests of GPI.
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Parent Reorganization means any reorganization of Parent and/or the Parent Consolidated Subsidiaries implemented in order to optimize the tax position of such entities or any parent thereof in accordance with Parent’s primary senior debt facility.
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Parent Reorganization has the meaning specified therefor in Section 4.01(o).
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Examples of Parent Reorganization in a sentence

  • In rendering such opinion, Proskauer Rose LLP may rely upon the Company Reorganization Representation Letter and Parent Reorganization Representation Letter.

  • The parties to this Agreement acknowledge and agree that implementation by Parent of the Parent Reorganization or by the Company of the Company Reorganization shall not constitute (x) a breach of or failure to perform any of the representations, warranties or covenants in this Agreement or (y) otherwise result in the failure of any condition to the obligation of the Company or Parent, as applicable, to consummate the Merger to be satisfied.

  • The parties hereto agree that this Agreement shall not in any manner restrict (i) Parent from forming a holding company and such subsidiaries as Parent considers appropriate to separate its regulated and unregulated businesses (the "Parent Reorganization") and (ii) the Company from forming such subsidiaries as the Company considers appropriate to separate its regulated and unregulated businesses (the "Company Reorganization").

  • If Parent determines that it intends to undertake the Parent Reorganization in a manner other than as previously identified and agreed by the parties, Parent shall give prior notice to Transferor and consult with Transferor regarding the proposed change.

  • Prior to the Closing, Parent shall cause the Parent Reorganization to occur.

  • The Parent Reorganization shall have been completed and be effective.

  • The ---------------------- parties to this Agreement acknowledge and agree that implementation by Parent of the Parent Reorganization or by the Company of the Company Reorganization shall not constitute (x) a breach of or failure to perform any of the representations, warranties or covenants in this Agreement or (y) otherwise result in the failure of any condition to the obligation of the Company or Parent, as applicable, to consummate the Merger to be satisfied.

  • Since August 31, 2020, except for the execution and delivery of this Agreement and the agreements entered into (or to be entered into) in connection with the Parent Reorganization, the MOR Offering, and the consummation of the Parent Reorganization and the MOR Offering, each of the Parent and the Parent Subsidiaries has conducted and operated their respective businesses in the ordinary course of business.

  • The conditions to the closing of the Merger set forth in Article VII of the Merger Agreement shall have been satisfied or waived, other than in respect of the Parent Reorganization (as such term is defined in the Merger Agreement).

  • The parties hereto agree that this Agreement ---------------- shall not in any manner restrict (i) Parent from forming a holding company and such subsidiaries as Parent considers appropriate to separate its regulated and unregulated businesses (the "Parent Reorganization") and (ii) the Company from --------------------- forming such subsidiaries as the Company considers appropriate to separate its regulated and unregulated businesses (the "Company Reorganization").


More Definitions of Parent Reorganization

Parent Reorganization means the transactions to be undertaken by Parent and its Subsidiaries at or prior to the Closing, following which ( 1 ) GPI will have converted to a limited liability company formed in Delaware, ( 2 ) Parent will hold, directly or indirectly, all of the membership interests of Issuer and ( 3) Issuer will hold, directly or indirectly, all of the membership interests of GPI.
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Parent Reorganization means the contribution of all of the issued and outstanding equity interests of MOR to Parent such that, after giving effect to all such transactions, Parent will be the direct owner of all of such equity interests.
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Parent Reorganization means a series of events pursuant to the Parent Reorganization Documents, by which (a) all ordinary shares of Old Parent are exchanged on a two-to-one conversion rate to common stock of the New Parent, (b) the Old Parent is liquidated, and (c) all subsidiaries of Old Parent become subsidiaries of the New Parent.
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Related to Parent Reorganization

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

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

  • 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.

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

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

  • 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.

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

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

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

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

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Business Combination Transaction means:

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

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

  • Merger Agreement has the meaning set forth in the Recitals.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • 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.

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

  • Merger has the meaning set forth in the Recitals.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Business Combination means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).