Ranger Reorganization definition

Ranger Reorganization has the meaning set forth in the Recitals.
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Ranger Reorganization has the meaning set forth in Section 6.14(a).
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Ranger Reorganization has the meaning set forth in Section 3.22(a).
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Examples of Ranger Reorganization in a sentence

  • No Member shall have any dissenters’ or appraisal rights in connection with the Ranger Reorganization.

  • The Members acknowledge that the Ranger Reorganization may be undertaken only in anticipation of the Ranger IPO.

  • All Members shall take any and all actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating the Ranger Reorganization, including executing and delivering any conveyances, certificates, documents, or other instruments necessary or advisable in the determination of the Board to effect the Ranger Reorganization, and hereby vote and consent thereto.

  • Following the Ranger Reorganization, the Company shall have the number of authorized but unissued Class C Units and Class D Units contemplated by the Master Reorganization Agreement.

  • Mitochondrial DNA have been extensively used for studying population structure, phylogeography and phylogenetic relationship at various taxonomic levels (Xu et al., 2009).Mitochondrial DNA methodology found to be a very promising tool for analyzing aphid population structure such as Rhopalosiphum padi from different localities in Spain (Martinez et al., 1992).

  • The Class B Units are intended to be “profits interests” from a U.S. federal income tax perspective and will be assigned a Hurdle Amount upon issuance, which in the case of the Class B Units issued to TES Carried Interest Holders in connection with the Ranger Reorganization shall equal the Hurdle Amount (as defined in the TES Holdings I LLC Agreement) for the corresponding Class B Units of TES Holdings I that are to be redeemed in connection with the Ranger Reorganization.

  • All Members shall take any and all actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating the Ranger Reorganization, including executing and delivering any conveyances, certificates, documents, or other instruments necessary or advisable in the determination of the Managing Member to effect the Ranger Reorganization, and hereby vote and consent thereto.

  • Such Tax Distributions shall be made to the Members in proportion to the net positive taxable income allocated to the Members on a cumulative basis, which for the avoidance of doubt, shall include taxable income allocated to such Members pursuant to the RES Holdings I LLC Agreement, but only to the extent attributable to such Member’s Class A-1 Units, Class C Units or Class D Units in RES Holdings I that were redeemed in connection with the Ranger Reorganization.

Related to Ranger Reorganization

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

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

  • 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(a);

  • 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.

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

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

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

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

  • 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 Proceeding.

  • 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.

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

  • 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.

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

  • Merger Transactions means, collectively, the transactions contemplated by this Agreement, including the Merger, but excluding, in any event, the Equity Financing.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • 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.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

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

  • Business Transaction means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Transaction, involving the Company and one or more businesses; (ii) “Initial Shares” shall mean the 6,750,000 shares of the Common Stock (as may be adjusted for stock splits, stock dividends, reverse stock splits, contributions back to capital or otherwise) of the Company held by the Initial Stockholders which were issued and outstanding prior to the consummation of the Offering; (iii) the “Initial Stockholders” shall mean Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxx, P&P 2, LLC, Xxxxxxx Xxxxxxx and Committed Capital Holdings LLC and any permitted transferees of the Initial Shares in accordance with Section 4 hereof; (iv) “Preliminary Prospectus” shall mean each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits information under Rule 430 of the Securities Act; (v) “Placement Shares” shall mean the shares of Common Stock sold in the Private Placement; (vi) “Placement Shares Effectiveness Date” shall mean, with respect to the Placement Shares, the period ending 30 days after the completion of the Business Transaction; (vii) “Private Placement Investors” shall mean the investors who purchase the Placement Shares in the Private Placement, which investors shall be Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxx, P&P 2, LLC, Xxxxxxx Xxxxxxx and Committed Capital Holdings LLC and their respective designees, if any; (viii) “Pro Rata Share” shall mean the quotient calculated by dividing the number of Initial Shares held by the undersigned by the total number of Initial Shares then outstanding; (ix) “Public Stockholders” shall mean the holders of securities issued in the Offering; (x) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering will be deposited; and (xi) “Warrant Expiration Time” shall mean the time at which the Warrants cease to be exercisable, which will occur at 5:00 p.m., New York City time, on the 45th day after the effectiveness of the registration statement covering the shares of Common Stock underlying the Warrants.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Business Combination Transaction means:

  • 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:

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.