Qualified Reorganization definition

Qualified Reorganization means (x) any merger or consolidation of the Company with or into another corporation or entity, or (y) the sale of all or substantially all of the Company's properties and assets, or (z) a sale of the shares of the Company's Common Stock, in which all of the Company's stockholders concurrently receive cash and/or marketable securities in an aggregate amount equal to at least $2.00 per share, appropriately adjusted for stock splits, combinations and the like.
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Qualified Reorganization. The series of transactions described on Schedule A hereto are collectively a Qualified Reorganization, provided that the holders of American Addiction Centers, Inc., as of the date hereof own at least 90% of the outstanding voting shares of Holdings immediately after the Qualified Reorganization.
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Qualified Reorganization shall have the meaning set forth in Section 3(c)(1) of Part I of this Statement.
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Examples of Qualified Reorganization in a sentence

  • If, at any time -------------------------------------------- after the closing of a Qualified Reorganization (as defined below), Executive is terminated by the Company without Cause, there shall vest upon such termination the number of Unvested Shares which were scheduled to vest within the 12 months following such termination; and no additional shares shall vest thereafter, except as otherwise provided in paragraph 2(f) below.

  • The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the earlier to occur of a (x) "Qualified Reorganization" (as defined below) (z) or ten years after the first exercise of the Option (the "Expiration Date") at any meeting of the shareholders of the Company, however called, or in any action by written consent of shareholders of the Company for any reason or purpose for which shareholders may vote.

  • Notwithstanding anything to the contrary in this Agreement, each of the Members and the Series A Preferred Owners hereby acknowledges and agrees that up to $3,981,543.39 of the proceeds of the Series A Preferred Units may be distributed or otherwise used to make payments to Holdings and its Subsidiaries in the Qualified Reorganization.

  • Notwithstanding anything to the contrary herein, the obligations set forth in Sections 15.1, 15.2 and 15.4 shall not apply to any transactions that constitute a Qualified Reorganization, except that to the extent Units are transferred to Holdings, any Affiliate of Holdings or any Affiliate of Company in the Qualified Reorganization, the transferee shall become a substitute Member and shall be bound by this Agreement as a Member hereunder.

  • So long as prepared in accordance with the provisions of this Section 2.10, the parties shall make consistent use of the allocation for all Tax purposes and in all Tax Returns, filings, declarations and reports with the IRS in respect thereof and otherwise use all reasonable efforts to ensure that the sale contemplated hereby is treated for tax purposes as a Qualified Reorganization.

  • The Qualified Reorganization, including, without limitation, any and all Tax effects, shall be reasonably satisfactory in form and substance to Co-Arrangers.

  • At the time of the consummation thereof, each element of the Qualified Reorganization shall be consummated in all material respects in accordance with the requirements of the definition Qualified Reorganization (and the component definitions appearing therein), the terms of the relevant Qualified Reorganization Documents therefor and all applicable laws.

  • The parties hereto acknowledge that it is their intention that the sale contemplated hereby be treated for tax purposes as a Qualified Reorganization and, in such regard, Seller shall, within sixty (60) days following the Closing, provide the Buyer with a tax-basis balance sheet for the Purchased Assets and the parties shall, as applicable under the Code, prepare, and provide to the other, all disclosure statements, filings, declarations and reports required to be prepared under the provisions of Treas.

  • If Borrower elects to consummate the Qualified Reorganization, same shall have been consummated no later than the second anniversary of the Closing Date.


More Definitions of Qualified Reorganization

Qualified Reorganization means a transaction qualifying as a tax-free exchange of stock for assets under Section 368(a)(1)(C) of the Code.
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Qualified Reorganization means one or both of the following transactions that may be undertaken at the discretion of the Borrower (the structure and terms of any such transaction shall be satisfactory to Administrative Agent): (i) the conveyance or other transfer of certain assets (including stock or other ownership interests of Subsidiaries) of Borrower and its Subsidiaries to Additives and (ii) if the Borrower has undertaken the Qualified Holding Company Formation, the distribution by Borrower of all of the outstanding Capital Stock of Additives to Holdings.
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Qualified Reorganization means any merger, consolidation or similar transaction which involves (i) the Company and the Company is the surviving entity, (ii) a Subsidiary of the Company (but not the Company) and a Subsidiary of the Company is the surviving entity, (iii) the sale of Standard Life Insurance Company of Indiana or (iv) a transaction in which the surviving company (A) is not the Company or any of its Subsidiaries, (B) is traded on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange or New York Stock Exchange (each an “Acceptable Market”) and (C) has a Market Capitalization (as defined below) as of the closing of such merger, consolidation or similar transaction, which is at least equal to $26,694,150.81 and (II) “Market Capitalization” shall mean, with respect to any entity, (x) the average closing price of such entity’s common shares which are traded on an Acceptable Market for the 30 trading days immediately prior to the applicable Qualified Reorganization multiplied by (y) such entities’ issued and outstanding common shares at such time.
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Qualified Reorganization means a transaction qualifying as a tax-free exchange of stock for assets under Section 368(a)(1)(C) of the Code. "Reference Balance Sheet" shall mean the Balance Sheet, as adjusted, a copy of which is annexed hereto as Exhibit F.
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Related to Qualified Reorganization

  • 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.

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

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

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

  • 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.

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

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

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

  • Qualified Acquisition means an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

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

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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);

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

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Qualified REIT Subsidiary means any Subsidiary of the General Partner that is a “qualified REIT subsidiary” within the meaning of Section 856(i) of the Code.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • 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.

  • Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • 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.

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

  • Business Combination Transaction means:

  • 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).