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 . "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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Reorganization Parties means the Company, GP, DC Capital Fund II, DC Capital Fund II Cayman and the Members.
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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).

  • 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.

  • 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.

  • 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.

  • 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.


More Definitions of Reorganization Parties

Reorganization Parties has the meaning set forth in Section 3.4(b).
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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 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.