Reincorporation Transaction definition

Reincorporation Transaction has the meaning specified in Section 2.18.
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Reincorporation Transaction shall have the definition assigned to such term in Section 5(b) of this Warrant.
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Reincorporation Transaction shall have the meaning set forth in Section 14(c).
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Examples of Reincorporation Transaction in a sentence

  • The Company shall supply such documentation and other evidence as is reasonably requested by the Administrative Agent that is necessary for the Administrative Agent or any Lender to comply with its “know your customer” or similar identification procedures (including, for the avoidance of doubt, the Beneficial Ownership Regulation) in connection with such Reincorporation Transaction.

  • This Agreement will be assumed by THT Nevada by operation of law as a result of the Reincorporation Transaction.

  • All references in this Agreement and in the attached Indemnification Agreement to Nevada law (including references in Section 11 hereof) or to the NRS shall be deemed to be references to Delaware law and the most applicable section of the Delaware General Corporation law prior to the effective date of the Reincorporation Transaction.

  • The Reincorporation Transaction is expected to close on November 11, 2009.

  • Accordingly, references in this Agreement to the Company are deemed to be references to THT Nevada following the Reincorporation Transaction.

  • Section 17 of this Agreement addresses the treatment of references to Nevada law and the NRS (as defined below) prior to the effective date of the Reincorporation Transaction.

  • After the effective date of the Reincorporation Transaction, all references to Nevada law or the NRS shall be as expressly set forth herein.

  • The Reincorporation Transaction and the ensuing Merger are expected to close on or before October 31, 2003 (such closing referred to herein as the “Merger Closing”).

  • By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Chief Financial Officer EXHIBIT A Option Agreement (See attached.) EXHIBIT B Reincorporation Transaction NCI Virginia will become a wholly owned subsidiary of NCI Delaware as a result of the following transactions (collectively referred to as the “Reincorporation Transaction”): NCI Delaware will form Acquisition, LLC, a Virginia limited liability company (“Acquisition”), as a wholly owned subsidiary.

  • Xxxxxx Title: Chairman and CEO Option Assumption Agreement EXHIBIT A Option Agreement (See attached.) Option Assumption Agreement EXHIBIT B Reincorporation Transaction NCI Virginia will become a wholly owned subsidiary of NCI Delaware as a result of the following transactions (collectively referred to as the “Reincorporation Transaction”): NCI Delaware will form Acquisition, LLC, a Virginia limited liability company (“Acquisition”), as a wholly owned subsidiary.


More Definitions of Reincorporation Transaction

Reincorporation Transaction has the meaning specified in Section 2.18. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
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Reincorporation Transaction means a transaction prior to an Offering in which DST Systems becomes a subsidiary of the Holding Company or merges with or into the Holding Company or a direct, wholly owned Delaware subsidiary of the Holding Company, and in the event of any such merger, (a) the surviving company in such merger remains or becomes the Borrower under the DST Credit Agreements and remains or becomes liable for all the Obligations to the same extent as the original Borrower, (b) no person receives any consideration other than common stock of such surviving corporation or the Holding Company, and (c) the assets and liabilities of the surviving corporation are the same as those of DST Systems immediately prior to such merger.
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Reincorporation Transaction shall have the meaning specified in ‎Section 4.3.
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Reincorporation Transaction means the purported transfer of all assets and liabilities of GEXA Gold to GEXA pursuant to the Amended and Restated Agreement dated as of October 21, 2003.
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Reincorporation Transaction means the reincorporation of the Company into a Delaware corporation through the merger of the Company with and into a newly formed wholly owned Delaware Subsidiary of the Company with such Delaware Subsidiary being the surviving or resulting corporation in such merger.
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Related to Reincorporation Transaction

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

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

  • Business Combination Transaction means:

  • 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.

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

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

  • 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.

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

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

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

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

  • 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.

  • 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.

  • 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.

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

  • Company Merger has the meaning set forth in the recitals hereto.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Merger has the meaning set forth in the Recitals.

  • 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:

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

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • 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.

  • Company Transaction means the consummation of