Reorganization Transfer definition

Reorganization Transfer means the merger of Citadel with and into CB Company, with CB Company as the surviving entity, pursuant to which the assets of Citadel shall be transferred to CB Company and the New Term Loan, New Common Stock and Special Warrants shall be distributed as described herein.
Sample 1Sample 2Sample 3

Examples of Reorganization Transfer in a sentence

  • All consideration necessary for the Reorganized Debtors to make payments or distributions under this Plan shall be obtained from the New Term Loan, New Common Stock and Special Warrants transferred to Citadel pursuant to the Reorganization Transfer, and from Cash on hand (including Cash from business operations).

  • On the Effective Date and pursuant to the Reorganization Transfer, Citadel shall merge with and into CB Company.

  • Class 7 – Intercompany Interests (a) Classification: Class 7 consists of all Intercompany Interests existing immediately prior to the Reorganization Transfer.

  • All Tax Returns required to be filed in connection with any Transfer Taxes or Reorganization Transfer Taxes ("Transfer Tax Returns") shall be prepared and filed when due by the party responsible under applicable Law or custom to file such Transfer Tax Returns.

  • All excise, sales, use, transfer, stamp, documentary, filing, recording and other similar taxes or fees which may be imposed or assessed as the result of the Internal Reorganization, together with any interest or penalties with respect thereto ("Reorganization Transfer Taxes"), shall be paid 56.25% by Recap Co and 43.75% by Seller Parent.

  • If the IRS declines to issue the Ruling, Citadel reserves the right, subject to the agreement of the Senior Agent and the Requisite Participating Lenders, to alter the Restructuring Transactions, including the Reorganization Transfer.

  • Section 2.1 Internal Reorganization; Transfer of Assets and Assumption of Liabilities.

  • Citadel expects that the IRS will grant Citadel the Ruling, confirming the tax-free nature of the Reorganization Transfer.

  • All Transfer Taxes, other than the Pre-Closing Reorganization Transfer Taxes, shall be borne by the Company.

  • Pursuant to the Reorganization Transfer, on the Effective Date, Citadel will merge with and into CB Company, with CB Company as the surviving entity.

Related to Reorganization Transfer

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Business Combination Transaction means:

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Merger has the meaning set forth in the Recitals.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

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

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Sale Transaction has the meaning set forth in Section 3(a).

  • 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.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Business Combination Proposal has the meaning set forth in Section 5.8.