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.
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
This is set out in more detail in the 2018 Reorganisation Agreement.
Madaus, ‘Keine Reorganisation ohne die Gesellschafter Von den Grenzen der Gläubigermacht in der Insolvenz’, Zeitschrift für Unternehmens- und Gesellschaftsrecht 2011, no.
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 properties and assets of the Issuer substantially as an entirety to any Person that guarantees the Issuer’s obligations under these presents in accordance with this Clause; repay, redeem and pay shall each include both the others and cognate expressions shall be construed accordingly;
Reorganisation means any variation in the share capital of the Company, including but without limitation a capitalisation issue, rights issue, rights offer or bonus issue and a sub-division, consolidation or reduction in the capital of the Company but excluding a capitalisation issue in substitution for or as an alternative to a cash dividend;
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 a transformation or transfer of assets and liabilities such as in a merger, demerger, liquidation or similar transaction where:
Reorganisation has the meaning given to it in Recital (A);
Reorganisation. Means the process by which the Vantage Towers Group was established