Relevant Permitted Reorganisation definition

Relevant Permitted Reorganisation means the reorganisation of the Group by interposing Listco between Holdco and the Existing Shareholders, where each of the Existing Shareholders transfers all of the issued share capital in Holdco and all rights attaching and accruing thereto on or after the date of this Agreement to Listco in exchange for the issue by Listco of fully paid and non-redeemable ordinary shares to the Existing Shareholders such that immediately upon completion of such reorganisation:
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Relevant Permitted Reorganisation means the reorganisation of the Group by interposing Cayman Co between Holdco and the Existing Shareholders, where each of the Existing Shareholders transfers all of the issued share capital in Holdco and all rights attaching and accruing thereto on or after the date of this Agreement to Cayman Co in exchange for the issue by Cayman Co of fully paid and non-redeemable ordinary shares to the Existing Shareholders, such that immediately upon completion of such reorganisation:
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Relevant Permitted Reorganisation has the meaning given to it in Schedule 2 (Amended and Restated Agreement) to the Second Amendment Agreement.
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More Definitions of Relevant Permitted Reorganisation

Relevant Permitted Reorganisation has the meaning ascribed to such term in Schedule 2 to the Second Amendment Agreement.
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Relevant Permitted Reorganisation has the meaning ascribed to such term in the Facility Agreement;
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Related to Relevant Permitted Reorganisation

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • 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.

  • Reorganisation means proceedings which effect the interposition of a limited liability company (“Newco”) between the Shareholders of CSG immediately prior to such proceedings (the “Existing Shareholders”) and CSG; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of such proceedings the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of such proceedings; (iii) immediately after completion of such proceedings, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of CSG; (iv) all Subsidiaries of CSG immediately prior to such proceedings (other than Newco, if Newco is then a Subsidiary of CSG) are Subsidiaries of CSG (or of Newco) immediately after completion of such proceedings; and (v) immediately after completion of such proceedings, CSG (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity share capital of those Subsidiaries as was held by CSG immediately prior to such proceedings;

  • Organisation means a legal body which exists separately and distinctly from its members and includes companies, building societies, community benefit societies, local authorities and so on and also for the purposes of these Rules includes unincorporated organisations such as social clubs, branches of political parties or trade unions and other voluntary bodies.

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • foreign fishing vessel means any fishing vessel other than a local fishing vessel;

  • relevant proceedings means proceedings for contempt of court or proceedings under Schedule 2 to the Anti-social Behaviour, Crime and Policing Act 2014;

  • Material Permitted Acquisition means a Permitted Acquisition involving consideration of $300.0 million or greater.

  • Third Party Acquisition has the meaning set forth in Section 4.7(a).

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • Foreign-going vessel means any vessel other than coastal vessel.

  • German Guarantor means a Guarantor incorporated under the laws of Germany as a GmbH.

  • FSHCO means any Subsidiary that owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries that are CFCs and/or of one or more FSHCOs.

  • Relevant Party means the Borrower, each of the Owners, any other Security Party and each member of the Group from time to time;

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

  • Solvency Capital Requirement means the Solvency Capital Requirement or the group Solvency Capital Requirement (as applicable) referred to in, or any other capital requirement (other than the Minimum Capital Requirement) howsoever described in, the Relevant Rules;

  • supervisory authority concerned means a supervisory authority which is concerned by the processing of personal data because:

  • Finance Subsidiary means, with respect to any Person, any Subsidiary of such Person which is primarily engaged in leasing or financing activities including (a) lease and purchase financing provided by such Subsidiary to dealers and consumers, (b) leasing or financing of installment receivables or otherwise providing banking, financial or insurance services to the Company and/or its affiliates or others or (c) financing the Company’s and/or its affiliates’ operations.

  • Special Purpose Subsidiary means any (a) not-for-profit Subsidiary, (b) captive insurance company or (c) Receivables Subsidiary and any other Subsidiary formed for a specific bona fide purpose not including substantive business operations and that does not own any material assets, in each case, that has been designated as a “Special Purpose Subsidiary” by the Borrower.

  • Project Finance Subsidiary means a Subsidiary that is a special-purpose entity created solely to (i) construct or acquire any asset or project that will be or is financed solely with Project Financing for such asset or project and related equity investments in, loans to, or capital contributions in, such Subsidiary that are not prohibited hereby and/or (ii) own an interest in any such asset or project.

  • relevant person means, in relation to premises in respect of which there is in force a premises licence -

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • Covered vessel means a tank vessel, cargo vessel, or passenger vessel.

  • Foreign Guarantor means Parent and each Guarantor that is a Foreign Subsidiary.

  • Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.

  • Foreign Disposition has the meaning set forth in Section 2.05(b)(xi).