Parent Reorganization definition

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 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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Examples of Parent Reorganization in a sentence

  • 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.

  • 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").

  • Each of Parent and the Company shall use their reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the Parent Reorganization Representation Letter and Company Reorganization Representation Letter, respectively, and reporting consistently for all federal, state, and local income Tax or other purposes.

  • 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.

  • Pursuant to the contribution to be effected in connection with the Parent Reorganization, Units of membership interest in MOR will be exchanged for shares of Parent Common Stock at an average exchange ratio of 0.9709.

  • 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").

  • Parent has complied in all material respects with the Reorganization Plan of Raytech Corporation (the "Parent Reorganization Plan") in In re Raytech Corporation Chapter 11 Reorganization Case No. 0-00-00000 (AHWS) (the "Parent Case") and neither the execution and the delivery or performance of this Agreement and the Financing Agreements by the Borrowers require the approval of the Bankruptcy Court under the Case or will violate or be in contradiction of the Parent Reorganization Plan.


More Definitions of Parent Reorganization

Parent Reorganization has the meaning specified therefor in Section 4.01(o).
Sample 1
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. “Parent Unrestricted Cash” means cash or cash equivalents of Parent or any of the Parent Consolidated Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of Parent or any of the Parent Consolidated Subsidiaries; provided, that (x) for purposes of the calculation of the Driven Brands Leverage Ratio, the amount of Parent Unrestricted Cash and Parent Permitted Investments not denominated in United States Dollars shall be calculated based on the currency exchange rates that would be used either, at the option of Parent, (i) for purposes of preparing a balance sheet or (ii) for purposes of calculating Parent Adjusted EBITDA, in each case, as of the last day of the fiscal quarter most recently ended as of the date of determination as determined by Parent in good faith and (y) proceeds subject to Escrow shall be deemed to constitute “restricted” cash; provided, further, that, each Manager, in accordance with the applicable Management Standard, may amend this definition of “Parent Unrestricted Cash” with the consent of the Control Party including, without limitation, in connection with any change of control. “Pass-Through Amounts” has the meaning specified in the definition of “Excluded Amounts”.
Sample 1
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.
Sample 1
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 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.

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

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

  • 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.

  • 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 specified in the Recitals hereto.

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

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