Pre-Closing Restructuring definition

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

Pre-Closing Restructuring has the meaning specified in the Recitals hereto.

Pre-Closing Restructuring has the meaning set forth in Section 2.1.

Examples of Pre-Closing Restructuring in a sentence

• The party responsible under applicable Law for filing the Tax Returns with respect to such Transfer Taxes shall prepare and timely file such Tax Returns and promptly provide a copy of such Tax Return to the other party, except that Seller shall prepare and file all Tax Returns with respect to Transfer Taxes incurred in connection with the Pre-Closing Restructuring and promptly provide a copy thereof to Purchaser.

• The Transferred Equity Interests have been and after giving effect to the Pre-Closing Restructuring, will be, duly authorized and validly issued and are fully paid and nonassessable.

• Prior to the Closing, the EchoStar Parties shall, and shall cause their respective applicable Subsidiaries to, implement the Pre-Closing Restructuring consistent with the terms set forth in this Agreement.

• Any liability for Pre-Closing Restructuring Taxes shall be allocated in a manner consistent with Section 10(a)(iii) and Section 10(b)(vi).

• Emerson shall be liable for 100% of Transfer Taxes with respect to the Pre-Closing Restructuring.

More Definitions of Pre-Closing Restructuring

Pre-Closing Restructuring has the meaning set forth in Section 5.24.

Pre-Closing Restructuring means the series of transactions effected pursuant to the Contribution Agreement including, among other things, the transfer by Embraer of certain assets and liabilities relating to the UAM Business to the Eve Entities;

Pre-Closing Restructuring means the restructuring transactions with respect to the Subsidiaries of the Holder, as set forth in Section 1.1(a) of the Company Disclosure Letter (the “Pre-Closing Restructuring Plan”); provided that Acquiror and the Holder may mutually agree to amend the Pre-Closing Restructuring Plan after the date hereof to the extent reasonably necessary to consummate the transactions contemplated hereby in the most Tax-efficient manner.

Pre-Closing Restructuring means the internal restructuring of Seller and its Subsidiaries described in the Pre-Closing Restructuring Plan.

Pre-Closing Restructuring means the “Restructuring”, as defined in the Merger Agreement.

Pre-Closing Restructuring means: the restructuring prior to closing by which: (i) Cyxtera shall be contributed to NewCo by the Cyxtera Stockholder, with Cyxtera becoming a wholly-owned subsidiary of NewCo, and (ii) Cyxtera shall thereafter be converted to a Delaware limited liability company;

Pre-Closing Restructuring means the actions set forth on Schedule 1.01(i).