Reorganisation Transaction definition

Reorganisation Transaction means a solvent reorganisation of the Group by any means including the acquisition of the Company by a New Holding Company or any other reorganisation of the Group involving the Group’s share or debt capital (including the conversion, consolidation, sub-division or redesignation (as appropriate) of the Shares into a single class of ordinary shares) in preparation for an internal Group reorganisation, Exit or Refinancing and which may involve the exercise of the rights set out in Clause 13 (Reorganisation Transactions);

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Reorganisation Transaction means an intra-group transaction as defined in section 45(1) to which section 45 applies.

Reorganisation Transaction means any actions taken by any Codan Group Company and/or its shareholders, as Intact considers (in its discretion, but after consultation with the other Parties) necessary, appropriate or desirable for the purposes of enabling or assisting a CodanDK Disposal to occur including, but not limited to, any steps taken: (i) to liquidate, dissolve or wind up, merge or demerge, or any similar corporate action any entity within the Codan Group; (ii) to reclassify such entity's shares in connection with the proposed CodanDK Disposal; (iii) to adopt any new articles of association of such entity; or (iv) to establish a new holding company of such entity;

Examples of Reorganisation Transaction in a sentence

In connection with any Reorganisation Transaction, the Shareholders (or any of them) may receive shares or other securities of any class issued by any member of the Group (including Listed Shares), by way of a dividend or distribution in kind or in exchange for or otherwise in replacement of Shares and CPECs (collectively, “Replacement Securities”), as the case may be.
Cessation of business Any Material Company suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business save as contemplated pursuant to the Permitted Reorganisation Transaction.
Except in the case of a Permitted Transfer (other than to a Proposed Purchaser), a Reorganisation Transaction, a Compulsory Transfer or any transfer pursuant to clause 24 (Drag along), the provisions of this clause 23 will apply if one or more Investors (the "Selling Shareholders") propose to transfer in one or a series of related transactions any Equity Shares (the "Tag Transfer") to a purchaser (the "Tag Along Purchaser") which would, if put into effect, result in a Company Change of Control.
Merger No Obligor shall (and the Parent shall ensure that no other member of the BST Group will) enter into any amalgamation, demerger, merger, consolidation (with the Parent’s direct or indirect Shareholders or otherwise) or corporate reconstruction other than (i) a Permitted Transaction, (ii) as part of the Permitted Reorganisation Transaction or (iii) with the prior written consent of the Agents.
Cobham and Cobham Parent undertakes that if the effect of any Reorganisation Transaction is that Cobham or the Cobham Parent is no longer a parent undertaking of Ultra, Cobham and the Cobham Parent shall procure that the new parent undertaking of Ultra enters into a deed on substantially the same terms as this deed.

More Definitions of Reorganisation Transaction

Reorganisation Transaction shall have the meaning given to it in the Articles; "Return(s)" shall have the meaning given to it in the Articles;

Reorganisation Transaction means a solvent reorganisation of the Group by any means, including the acquisition of the Company by a New Holding Company or any other reorganisation of the Group involving the Group's share or debt capital (including the conversion, consolidation, sub-division or redesignation (as appropriate) of the Shares into a single class of ordinary shares) in preparation of an Exit, Refinancing or acquisition of another business by a Group Company and which may involve the exercise of the rights set out in clause 21, provided always that, in connection with such reorganisation: (i) all shareholders of a class (or equivalent classes) of Securities are treated on a consistent and pari passu basis on any such reorganisation: (ii) if any of the Sheikh Ventures Investors or the Trust Investors receives liquidity in connection with such reorganisation in respect of Securities it holds, the other Shareholders also receive liquidity as if the waterfall in article 12 of the Articles applied; and (iii) the THCP Investors do not suffer any materially adverse tax consequences and that due regard shall be had, when structuring any such reorganisation, as to their reasonable tax planning concerns;

Reorganisation Transaction means a reorganisation of the Group by any means, including: (a) the acquisition of the Company by a new holding company; or (b) any other reorganisation of the Group involving the Group's share or debt capital (including the conversion, consolidation, sub-division and/or re-designation (as applicable) of the Shares (or certain of them) into a single class of ordinary shares) in preparation for an internal Group reorganisation, refinancing or an Exit and "Reorganisation Transactions" shall be construed accordingly.

Reorganisation Transaction means a reorganisation of Stubco or the Group by any means, including the acquisition of Investorco by a New Holding Company or any other reorganisation of Stubco or the Group involving Stubco or the Group's share or debt capital in preparation for an Exit or acquisition of another business by a Stubco or a Group Company;

Reorganisation Transaction means a reorganisation of the Company or the Group by any means, including the acquisition of Investorco by a New Holding Company or any other reorganisation of the Company or the Group involving the Company or the Group's share or debt capital in preparation for an Exit or acquisition of another business by the Company or a Group Company;

Reorganisation Transaction means an intra-group transaction as defined in section 45(1) to which section 45 applies. (see below for expanded definition)

Reorganisation Transaction means, save in the case of a Relevant Event, a reorganisation of the Cobham Group and/or the Ultra Group by any means, including the acquisition of Cobham or a company forming part of the Ultra Group by a New Holding Company or any member of the Cobham Group or any other reorganisation of Cobham, Cobham Parent or the Ultra Group, involving the share or debt capital of Cobham, the Cobham Parent or the Ultra Group;