Redomestication Transactions definition

Redomestication Transactions means the transactions pursuant to which, among other things, (i) the Issuer shall organize or cause to be organized (x) Transocean Ltd., a Swiss corporation registered in Zug, Switzerland (“Guarantor”), as a direct wholly owned subsidiary of the Issuer, and (y) Transocean Cayman Ltd., a Cayman Islands company (“Transocean-Acquisition”), as a direct wholly owned subsidiary of the Guarantor, (ii) the Issuer shall merge with Transocean-Acquisition, pursuant to the Agreement and Plan of Merger dated as of October 9, 2008 among the Issuer, the Guarantor and Transocean-Acquisition, as amended (the “Agreement and Plan of Merger”), by way of schemes of arrangement under Cayman Islands law (the “Schemes of Arrangement”) as provided in the Agreement and Plan of Merger, with the Issuer being the surviving company in such merger and becoming the direct wholly owned subsidiary of the Guarantor, and (iii) the Guarantor shall issue, pursuant to the Agreement and Plan of Merger, one share of the Guarantor in exchange for each share of the Issuer issued and outstanding immediately prior to such merger. NOTWITHSTANDING ANY OTHER PROVISION HEREIN, THE ISSUER AND THE DEALER AGREE THAT GUARANTOR SHALL HAVE NO RIGHTS OR OBLIGATIONS HEREUNDER OR UNDER THE GUARANTEE, NOR SHALL GUARANTOR BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR COVENANTS HEREUNDER OR UNDER THE GUARANTEE, UNTIL THE ACCESSION DELIVERY DATE, WHICH, AS DEFINED IN SECTION 3.7, SHALL OCCUR ONLY UPON THE EXECUTION AND DELIVERY BY THE GUARANTOR OF AN ACCESSION AGREEMENT AND THE GUARANTEE, IN ACCORDANCE WITH AND SUBJECT TO ADDITIONAL REQUIREMENTS SET FORTH IN SECTION 3.7. Certain terms used in this Agreement are defined in Section 6 hereof. The Addendum to this Agreement, and any Annexes or Exhibits described in this Agreement or such Addendum, are hereby incorporated into this Agreement and made fully a part hereof.
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Redomestication Transactions means the transactions pursuant to which, among other things (i) the Borrower shall organize or cause to be organized (x) Holdings as a direct wholly owned subsidiary of the Borrower, and (y) Transocean-Acquisition, as a direct wholly owned subsidiary of Holdings, (ii) the Borrower shall merge with Transocean-Acquisition, pursuant to the Redomestication Merger Agreement and by way of the Redomestication Schemes of Arrangement as provided in such Redomestication Merger Agreement, with the Borrower being the surviving company in such merger and the direct wholly owned subsidiary of Holdings, and (iii) Holdings shall issue, pursuant to the Redomestication Merger Agreement, one registered share of Holdings in exchange for each ordinary share of the Borrower issued and outstanding immediately prior to such merger.
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Redomestication Transactions means the series of transactions pursuant to which XL Group and its Subsidiaries effect a change in the jurisdiction of incorporation of the parent company of the XL Group of Companies from Ireland to Bermuda].8
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Examples of Redomestication Transactions in a sentence

  • The Administrative Agent shall have received reasonably satisfactory evidence that the Redomestication Transactions shall have been consummated.

  • Each Loan Party is, and after giving effect to the Redomestication Transactions, the Holdings Guaranty, any other Guaranties given by any Loan Parties in respect of this Agreement, the Five-Year Revolver Agreement, the Term Credit Agreement, and the Indebtedness issued under the Indentures, and any Subsidiary Guaranty, will be and will continue to be, when taken together with their respective Subsidiaries, Solvent.

  • Effective upon the consummation of the Redomestication Transactions, the Secured Credit Agreement is hereby amended as set forth in the composite conformed copy of the Secured Credit Agreement attached hereto as Exhibit A-1 with the changes indicated as blacklined additions or deletions in the composite conformed copy of the Secured Credit Agreement attached hereto as Exhibit A-2.

  • Effective upon the consummation of the Redomestication Transactions, the Unsecured Credit Agreement is hereby amended as set forth in the composite conformed copy of the Unsecured Credit Agreement attached hereto as Exhibit A-1 with the changes indicated as blacklined additions or deletions in the composite conformed copy of the Unsecured Credit Agreement attached hereto as Exhibit A-2.

  • Effective upon the consummation of the Redomestication Transactions, Exhibit D (Form of Compliance Certificate) to the Unsecured Credit Agreement is hereby deleted in its entirety and replaced with the new Exhibit D to the Unsecured Credit Agreement attached hereto as Exhibit B.

  • Effective upon the consummation of the Redomestication Transactions, Schedules 1.1(a)(Commitments and Notice Addresses), 5.4 (Licenses) and 5.7 (Subsidiaries) to the Unsecured Credit Agreement are hereby deleted in their entirety and replaced with the new Schedules 1.1(a), 5.4 and 5.7 to the Unsecured Credit Agreement attached hereto as Exhibit C.

  • Effective upon the consummation of the Redomestication Transactions, Exhibit B (Form of Compliance Certificate) to the Secured Credit Agreement is hereby deleted in its entirety and replaced with the new Exhibit B to the Secured Credit Agreement attached hereto as Exhibit B.

  • Each Loan Party, after giving effect to the Redomestication Transactions, the Holdings Guaranty, any other Guaranties given by any Loan Parties in respect of this Agreement, the Revolving Credit Agreements, and the Indebtedness issued under the Indentures, will be, when taken together with their respective Subsidiaries, Solvent.

  • Mortgagor and Mortgagee agree that, as provided in the Code, this Mortgage shall be effective from the date of its recording as a fixture filing with respect to all goods constituting part of the Mortgaged Property which are or are to become fixtures related to the real estate described herein.

  • Each Loan Party is, and after giving effect to the Redomestication Transactions, the Holdings Guaranty, any other Guaranties given by any Loan Parties in respect of this Agreement, the 364-Day Credit Agreement, the Term Credit Agreement, and the Indebtedness issued under the Indentures, and any Subsidiary Guaranty, will be and will continue to be, when taken together with their respective Subsidiaries, Solvent.

Related to Redomestication Transactions

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

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

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

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

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Business Combination Transaction means:

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

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • 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.

  • 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.

  • 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.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • 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.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • 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.

  • 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:

  • 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.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.