Reorganization Parties definition
Examples of Reorganization Parties in a sentence
For the avoidance of doubt, this Section 3.9 shall apply to any Transfer of Class A Common Stock received by the Reorganization Parties (as defined in the Reorganization Agreement) in connection with the Investor Corp Mergers (as defined in the Reorganization Agreement).
The execution, delivery and performance by each of the Reorganization Parties of the Reorganization Agreement and the other documents delivered by such Reorganization Party pursuant thereto or in connection therewith (with respect to each Reorganization Party, the "Reorganization Documents") have been duly authorized by all necessary corporate or partnership action, as the case may be.
Investor Corp MergersAs described in Note 1 , we acquired the Reorganization Parties, to which we issued an aggregate of 38,826 shares of Class A common stock as consideration for the 38,826 aggregate LLC Units held by such entities.
We also acquired the tax attributes of the Reorganization Parties, which were recorded generally as deferred tax assets at the time of the Investor Corp Mergers.
No other corporate, partnership or limited liability company proceedings on the part of any Reorganization Party are necessary to authorize the execution, delivery and performance by the Reorganization Parties of the Reorganization Agreements or any other agreements to be entered into by any Reorganization Party pursuant to the terms of the Reorganization Agreements or this Agreement.
These attributes include net operating losses, tax credit carryforwards and OBAs arising from the original acquisition of LLC Units by the Reorganization Parties, as described in Note 10 .
This Section 3.9 shall apply to any Transfer of Class A Common Stock received by the Reorganization Parties (as defined in the Reorganization Agreement) in connection with the Investor Corp Mergers (as defined in the Reorganization Agreement) but shall not apply to a Transfer by any party hereto of Company Securities obtained by such party in the IPO or in the open market or a public offering following the closing of the IPO.