Reorganization Plan means a plan of reorganization in any of the Cases.
Transaction Parties As defined in Section 5.3(o).
Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.
Reorganization Securities has the meaning set forth in Section 6.9 hereof.
Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.
Reorganization Agreement has the meaning set forth in the recitals.
Reorganization Transactions shall have the meaning set forth in the Recitals.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.
Constituent Documents means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.
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.
Transaction Party means the Company and each Guarantor, collectively, “Transaction Parties”.
Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.
Reorganization Event has the meaning specified in Section 5.6(b).
Reorganized means, with respect to the Debtors, any Debtor or any successor thereto, by merger, consolidation or otherwise, on or after the Effective Date.
Constituent organization means an organization that is party to a merger.
Governing Documents means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.
Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Parent organization means the entity named in Item I. of the Policy Declarations.
Organizational Action means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership or other legally authorized incorporated or unincorporated entity, any corporate, organizational or partnership action (including any required shareholder, member or partner action), or other similar official action, as applicable, taken by such entity.
Parent Organizational Documents means the certificate of incorporation and bylaws, each as amended as of the date of this Agreement, of each of Parent and Merger Sub.
Constituent entity means:
(i) with respect to an MNE Group having a Reporting Entity resident for tax purposes in the Isle of Man, (A) any separate business unit of an MNE Group that is included in the consolidated financial statements for financial reporting purposes or would be so included if equity interests in such business unit of an MNE Group were traded on a public securities exchange, (B) any separate business unit that is excluded from the MNE Group’s consolidated financial statements solely on size or materiality grounds, and (C) any permanent establishment of any separate business unit of the MNE Group included in (A) or (B) above provided the business unit prepares a separate financial statement for such permanent establishment for financial reporting, regulatory, tax reporting, or internal management control purposes; and
(ii) with respect to an MNE Group having a Reporting Entity resident for tax purposes in the United States, any “Constituent Entity” as defined in the relevant U.S. Treasury regulations;
Constituent Company means an existing company that is participating in a merger or consolidation with one or more other existing companies;
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Internal Reorganization has the meaning set forth in the Separation Agreement.