Reorganisation Plan definition

Reorganisation Plan means the reorganisation plan (as amended from time to time in accordance with Clause 6.7) for each jurisdiction in which there is a Delayed NSC and which details: (i) where appropriate, the legal steps required for the establishment of the NSC Newco in the relevant jurisdiction; (ii) the Transfer Conditions; (iii) the other permits, consents, licences and regulatory approvals (which are not Transfer Conditions) in connection with the trading and operations of the NSC Newco or Target Company; (iv) the steps required to be undertaken for the Embedded NSC Assets, applicable NSC Transferring Employees and applicable related Assumed Liabilities of the Delayed NSC to be transferred into the relevant NSC Newco, the relevant Target Company or the relevant Third Party Importer; (v) where appropriate, the steps required for the sale of shares in the NSC Newco to the Buyer; or a Target Company (vi) where appropriate, the steps to create a list of accounts and opening balance sheet for the NSC Newco; and (vii) which annexes a compilation of the assets by category of the Embedded NSC Assets and the Seller’s best estimate of the Assumed Liabilities in respect of the Delayed NSC; Replacement Dealer Agreement has the meaning given to that term in Schedule 9; Replacement Prospective Dealer Agreement or Framework Agreement has the meaning given to that term in Schedule 9;

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Reorganisation Plan means the provisions of Schedule 2 (Reorganisation Plan).

Reorganisation Plan means the reorganisations steps set out in Schedule 13.

Examples of Reorganisation Plan in a sentence

• Provisions of the Delivered Reorganisation Plan shall not be deemed to amend or modify the Transfer Conditions unless the parties otherwise agree.

• The current form of the Acquisition and Reorganisation Plan is attached to this Investment Agreement as Annex I (Short Form) and Annex II (Full Form) and the Parties will work together to finalise and implement the Acquisition and Reorganisation Plan.

• As of the Closing Date, the Pre-Closing Reorganisation has been conducted in compliance with Applicable Laws and has been carried out in accordance with the Pre-Closing Reorganisation Plan.

• Structures Prior to the Cut-Off Date, the Parties shall take all actions necessary to implement the Interim Structure (as contemplated in the Acquisition and Reorganisation Plan) to enable MPAL Old to be funded with the amounts required for it to achieve Completion.

• Neither the Reorganisation nor the consummation of the other transactions contemplated by the Reorganisation Plan and/or the Transaction Documents (individually or when taken together upon the execution and delivery thereof) violate any applicable Laws (including without limitation, SAFE Rules and Regulations, Order No.10 and any other applicable PRC Laws).

• The Staff Plan shall, on the basis of the Reorganisation Plan, describe the expected consequences for the legal status of the individual employee.

• This document relies on several assumptions which have emerged during the discussions between ALSTOM & AREVA on the purchasing structure to be set up and which are described in a separate document - Project Trout - Reorganisation Plan.

• As soon as the Executive Board has submitted the Reorganisation Plan to the Works Council for advice, the ▇▇▇▇ or director will also inform their Representative Council about the plan.

• AFW/Seller shall not make any material amendment to or deviation from the Pre-Closing Reorganisation Plan without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed.

• The Reorganisation having been performed and completed in all respects as provided for in the Reorganisation Plan.

More Definitions of Reorganisation Plan

Reorganisation Plan has the meaning set forth in Recital (A) hereof.

Reorganisation Plan means the steps set out in Schedule 11 (Reorganisation Plan)."

Reorganisation Plan means the steps set out in the paper from PriceWaterhouse Coopers (the form of which is set out in Annex 1 to this Agreement), pursuant to which the Borrower Group will be reorganised. SEC means S.E.C. Luxembourg S.A.

Reorganisation Plan means, the steps plan set out in the paper prepared by PwC US Tax LLP entitled Primo Water Corporation, Project Pure 2.0 and dated November 2023, to be updated in accordance with the comments provided by FBD on 2 November 2023, in the Agreed Terms;

Reorganisation Plan means the corporate reorganisation to be completed on or prior to the Programme Date, as described in a steps paper prepared by ENW dated 14 April 2009;

Reorganisation Plan means the plan with respect to the Reorganisation which is set out in Schedule 5 of this Agreement. Representative of a party includes an officer, employee, agent, auditor, adviser, financier (including syndicatees), insurance broker, partner, associate, contractor, consultant, joint venturer or sub-contractor of that party or of a Related Body Corporate of that party. Sale Shares means all of the issued shares in the capital in the Target Company. Second Meeting means the meeting to be held pursuant to section 439A of the Corporations Act in respect of each of the Target Company, the Seller and Casa Technologies. Secured Finance Party means the Delaware Trust Company and any assignee, novatee or subrogee of those parties (each a Secured Finance Party). Secured Finance Party's Security Interest means all Security Interests of the Secured Finance Party over the assets of, or in relation to, the Target Company. Security Interest means: (a) a PPS Security Interest; (b) any other mortgage, pledge, lien or charge; or (c) any other interest or arrangement of any kind that in substance secures the payment of money or the performance of an obligation, or that gives a creditor priority over unsecured creditors in relation to any property. Seller Consent Contracts means each of the contracts with each counterparty listed in Part B of Schedule 3. Seller Consenting Counterparty means each party to a Seller Consent Contract other than the Seller. Seller Group means the Seller, the Target Company, Casa Technologies and the Subsidiaries (and a member of the Seller Group means any one of them), excluding after Completion, the Target Group.