Reorganisation definition

Reorganisation means proceedings that effect the interposition of a corporation or other limited liability company ("Newco") between the Shareholders immediately prior to such proceedings (the "Existing Shareholders") and UBS Group AG, 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 the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, as the case may be, 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 UBS Group AG, (iv) all subsidiaries of UBS Group AG immediately prior to such proceedings (other than Newco, if Newco is then a subsidiary of UBS Group AG) are subsidiaries of UBS Group AG (or of Newco) immediately after completion of such proceedings, and (v) immediately after completion of such proceedings, UBS Group AG (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 UBS Group AG immediately prior to such proceedings.

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Reorganisation means (without limitation) any transaction, deemed transaction, step, procedure or agreement, including (but without limitation) the transfer, distribution, contribution or settlement of assets and/or liabilities.

Reorganisation has the meaning given to it in Clause 2.3.5;

Examples of Reorganisation in a sentence

• Reorganisation of the Authority arrangements In the event of the following occurring during the Contract period: Significant reorganisation of the Authority (eg its incorporation into a larger authority, its division into smaller authorities or its division among other authorities); Reorganisation of the Authority’s role which would require it to relinquish control of the Contract either wholly or to an extent that it judged the remainder to render the Contract to be no longer viable.

• Reorganisation of contract arrangements Should a Contract become available for the Authority to use and which offers the Authority advantages over this Contract (eg better pricing or service provision), the Authority shall have power to determine this Contract and any orders hereunder by giving the Contractor written notice and upon expiration of the notice the Contract shall be determined without prejudice to the rights of the parties accrued to the date of determination.

• Mechanics of Transfers All transfers of interests made for the purposes of the Corporate Reorganisation shall be made in accordance with Approved Restructuring Documents and (where necessary) incorporated into terms of all Court Supervised Arrangements and Chapter 11 Plan (if applicable).

• The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal, disposal of Charged Property, Permitted Reorganisation or other such event contemplated by paragraph (a) above, at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.

• Nothing in this clause 28.32 shall prevent any Obligor from acting or omitting to act in any way (including implementing an IPO Reorganisation) which would otherwise be permitted by the terms of the Finance Documents.

More Definitions of Reorganisation

Reorganisation means, with respect to any company, any issue of shares of such company by way of capitalisation of profits or reserves or rights and any consolidation or sub-division or reduction of capital or other reconstruction or adjustment relating to the share capital of such company (or any shares or securities derived therefrom) and any other amalgamation or reconstruction affecting the share capital of such company (or any shares, stock or securities derived therefrom);

Reorganisation means the conveyance, transfer or lease of the respective properties and assets of the Issuer or the Guarantor (as relevant) substantially as an entirety to any Person that guarantees the Issuer's or the Guarantor’s obligations under these presents in accordance with Clause 21; repay, redeem and pay shall each include both the others and cognate expressions shall be construed accordingly;

Reorganisation means a transformation or transfer of assets and liabilities such as in a merger, demerger, liquidation or similar transaction where:

Reorganisation means any variation in the share capital of the Company, including without limitation a capitalisation issue, rights issue or a sub division, consolidation or reduction in the capital of the Company;

Reorganisation means every issue by way of capitalisation of profits or reserves and every issue by way of rights or bonus and every consolidation or sub-division or reduction of capital, buy-back of securities or capital distribution or other reconstruction or adjustment relating to the share capital of the Banking Company and any merger, demerger, spin-off, consolidation, amalgamation or reconstruction affecting the share capital of the Banking Company;

Reorganisation means (without limitation) any transaction, deemed transaction, step, procedure or agreement, including (but without limitation)

Reorganisation has the meaning given to it in Recital (A);