Reorganization Parties definition

Reorganization Parties means KKR 2006 GDG, as limited partner of KKR Blocker, GDG Co-Invest, as limited partner of GDG Co-Invest Sub, SLKF I, as the sole stockholder of SLP Blocker and TCV VII (A), as the sole stockholder of TCV Blocker.
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Reorganization Parties has the meaning set forth in Section 3.4(b).
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Reorganization Parties has the meaning set forth in Section . "Required Banks" means at any time Banks having at least 65% of the aggregate amount of Commitments or, if the Commitments shall have been terminated, holding Notes evidencing at least 65% of the aggregate unpaid amount of the Loans. "Reserve Report" means a report delivered by the Borrowers pursuant to subsection (a), (b) or (c) of Section hereof. "Revolving Credit Period" means the period from the Effective Date to and including the Drawdown Termination Date. "S&P" means Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc., and ixx xxxxxxxxrs. "Subordinated Guaranty" means the Subsidiary Guaranty by the Initial Subsidiary Guarantors (as defined in the Subordinated Notes Agreement) and HCP in favor of Prudential dated as of June 8, 1999, as amended from time to time in accordance with Section 4.37(b). "Subordinated Notes" means the 10.32% Senior Subordinated Notes Due December 23, 2007 issued by HCRC pursuant to the Subordinated Notes Agreement. "Subordinated Notes Agreement" means the Amended and Restated Subordinated Note and Warrant Purchase Agreement dated as of June 8, 1999 between HCRC, HEC and Prudential, as amended from time to time in accordance with Section 4.37(b). "Subsidiary" means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by HEC. "Term Date" means the earlier to occur of May 31, 2002 or the last day of May, August, November or February which first occurs after the date on which the Borrowers elect to commence the Term Period.
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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.


More Definitions of Reorganization Parties

Reorganization Parties means the Company, GP, DC Capital Fund II, DC Capital Fund II Cayman and the Members.
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Reorganization Parties means each of the Founders and their respective Family Trusts and Newcos.
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Related to Reorganization Parties

  • 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 Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Clear Secure Subscription Agreement and the MIP.

  • 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 of corporations that files its Federal income tax returns on a consolidated basis, and of which the offeror is a member.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Parent organization means the Insured Organization first named in Item I of the Declarations.

  • Parent Organizational Documents means the certificate of incorporation, bylaws (or equivalent organizational or governing documents), and other organizational or governing documents, agreements or arrangements, each as amended to date, of each of Parent and Acquisition Sub.

  • Constituent entity means an entity that is a party to a merger.

  • 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.

  • Organic solvent means any VOC which is used alone or in combination with other agents, and without undergoing a chemical change, to dissolve raw materials, products or waste materials, or is used as a cleaning agent to dissolve contaminants, or as a dissolver, or as a dispersion medium, or as a viscosity adjuster, or as a surface tension adjuster, or a plasticiser, or as a preservative.