Reorganization Treatment definition

Reorganization Treatment has the meaning set forth in the recitals to this Agreement.
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Examples of Reorganization Treatment in a sentence

  • This Article VIII and the agreements of the Company, Parent and Merger Sub contained in Article III and Sections 5.8 (Expenses), 5.9 (Indemnification; Directors’ and Officers’ Insurance) and 5.14(b)(ii) (Reorganization Treatment) shall survive the consummation of the Merger and the other transactions contemplated by this Agreement.

  • After reasonable diligence, neither Ohm nor any of its Subsidiaries is aware of the existence of any fact, or has taken or agreed to take any action, that could reasonably be expected to prevent the Mergers from qualifying for the Reorganization Treatment.

  • The relevant Parties shall use reasonable best efforts to treat the Mergers as qualifying for the Reorganization Treatment for U.S. federal, state and other relevant income Tax purposes, file their applicable Tax Returns consistent with the Reorganization Treatment and, except to the extent otherwise required by a final “determination” within the meaning of Section 1313(a) of the Code, take no Tax position inconsistent with the Reorganization Treatment.

  • After reasonable diligence, neither Firefly nor any of its Subsidiaries is aware of the existence of any fact, or has taken or agreed to take any action, that could reasonably be expected to prevent the Mergers from qualifying for the Reorganization Treatment.

  • Ohm shall have received an opinion from Xxxxxx & Xxxxxx L.L.P. (or other legal counsel selected by Ohm and reasonably satisfactory to Firefly), in form and substance reasonably satisfactory to Ohm, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Mergers, taken together, will qualify for the Reorganization Treatment.

  • Each of Ohm and Firefly will comply (and will cause each of its Affiliates to comply) with all representations, warranties and covenants contained in the Ohm Tax Certificates and the Firefly Tax Certificates, respectively, to the extent necessary to cause the Mergers to qualify for the Reorganization Treatment.

  • Firefly shall have received an opinion from Xxxxxxxx & Xxxxx LLP (or other legal counsel selected by Firefly and reasonably satisfactory to Ohm), in form and substance reasonably satisfactory to Firefly, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Mergers, taken together, will qualify for the Reorganization Treatment.

  • After reasonable diligence, neither Parent nor any of its Subsidiaries is aware of the existence of any fact, or has taken or agreed to take any action, that could reasonably be expected to prevent the Merger from qualifying for the Reorganization Treatment.

  • This Article VIII and the agreements of the Company, Parent and Merger Sub contained in Article III and Sections 5.8 E( xpenses), 5.9 (Indemnification; Directors’ and Officers’ Insurance) and 5.14(b)(ii) (Reorganization Treatment) shall survive the consummation of the Merger and the other transactions contemplated by this Agreement.

  • Neither Lambda nor Pi will (nor will they permit their respective Subsidiaries or Affiliates to) take any action (whether or not otherwise permitted under this Agreement), or cause any action to be taken, which action could reasonably be expected to prevent or impede the Integrated Mergers, taken together, from qualifying for the Reorganization Treatment.

Related to Reorganization Treatment

  • preferential tariff treatment means the rate of customs duties applicable to an originating good of the exporting Party in accordance with paragraph 1 of Article 16; and

  • Inpatient treatment means twenty-four-hour-per-day mental

  • Conventional filtration treatment means a series of processes including coagulation, flocculation, sedimentation, and filtration resulting in substantial particulate removal.

  • OPD treatment means the one in which the Insured visits a clinic / hospital or associated facility like a consultation room for diagnosis and treatment based on the advice of a Medical Practitioner. The Insured is not admitted as a day care or in-patient.

  • Secondary treatment means a combination of unit processes that will consistently remove 85% or more of the organic and suspended material in domestic wastewater and produce an effluent of sufficient quality to satisfy the following requirements; monthly average effluent BOD5 and TSS concentrations of 30 mg/L; daily maximum effluent BOD5 and TSS concentrations of 45 mg/L.

  • Regulatory Capital Treatment Event means the Corporation’s reasonable determination that as a result of any (i) amendment to, or change (including any announced prospective change) in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any shares of Series N Preferred Stock; (ii) proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any shares of Series N Preferred Stock; or (iii) official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any shares of Series N Preferred Stock, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation preference amount of all shares of Series N Preferred Stock then outstanding as Tier 1 capital (or its equivalent) for purposes of the capital adequacy guidelines or regulations of the appropriate federal banking agency, as then in effect and applicable, for as long as any share of Series N Preferred Stock is outstanding.

  • Maltreatment means the neglect, abuse, or financial exploitation of a vulnerable adult.

  • Outpatient treatment means mental health or substance abuse treatment services rendered to a

  • Medically Necessary Treatment means any treatment, tests, medication, or stay in hospital or part of a stay in hospital which:

  • Capital Treatment Event means the receipt by the Company and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of the occurrence of any amendment to, or change (including any announced prospective change) in, the laws, rules or regulations of the United States or any political subdivision thereof or therein, or as the result of any official or administrative pronouncement or action or decision interpreting or applying such laws, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the date of original issuance of the Debentures, there is more than an insubstantial risk that the Company will not, within 90 days of the date of such opinion, be entitled to treat an amount equal to the aggregate liquidation amount of the Capital Securities as “Tier 1 Capital” (or its then equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve, as then in effect and applicable to the Company (or if the Company is not a bank holding company, such guidelines applied to the Company as if the Company were subject to such guidelines); provided, however, that the inability of the Company to treat all or any portion of the liquidation amount of the Capital Securities as Tier l Capital shall not constitute the basis for a Capital Treatment Event, if such inability results from the Company having cumulative preferred stock, minority interests in consolidated subsidiaries, or any other class of security or interest which the Federal Reserve or OTS, as applicable, may now or hereafter accord Tier 1 Capital treatment in excess of the amount which may now or hereafter qualify for treatment as Tier 1 Capital under applicable capital adequacy guidelines; provided further, however, that the distribution of Debentures in connection with the liquidation of the Trust shall not in and of itself constitute a Capital Treatment Event unless such liquidation shall have occurred in connection with a Tax Event or an Investment Company Event.

  • Hospital treatment means treatment (including provision of goods and services) that is intended to manage a disease, injury or condition and is provided at a hospital or arranged with the direct involvement of a hospital.

  • Assisted outpatient treatment or "AOT" means the categories of outpatient services ordered by the court under section 468 or 469a. Assisted outpatient treatment may include a case management plan and case management services to provide care coordination under the supervision of a psychiatrist and developed in accordance with person-centered planning under section 712. Assisted outpatient treatment may also include 1 or more of the following categories of services: medication; periodic blood tests or urinalysis to determine compliance with prescribed medications; individual or group therapy; day or partial day programming activities; vocational, educational, or self-help training or activities; assertive community treatment team services; alcohol or substance use disorder treatment and counseling and periodic tests for the presence of alcohol or illegal drugs for an individual with a history of alcohol abuse or substance use disorder; supervision of living arrangements; and any other services within a local or unified services plan developed under this act that are prescribed to treat the individual's mental illness and to assist the individual in living and functioning in the community or to attempt to prevent a relapse or deterioration that may reasonably be predicted to result in suicide, the need for hospitalization, or serious violent behavior. The medical review and direction included in an assisted outpatient treatment plan shall be provided under the supervision of a psychiatrist.

  • Pretreatment means the reduction of the amount of pollutants, the elimination of pollutants, or the alteration of the nature of pollutant properties in wastewater prior to or in lieu of discharging or otherwise introducing such pollutants into a POTW.

  • Day treatment means specialized treatment that is provided to:

  • Dental Treatment means a treatment related to teeth or structures supporting teeth including examinations, fillings (where appropriate), crowns, extractions and surgery.

  • Continuing treatment means ongoing medical treatment or supervision by a health care provider.

  • Tax Treatment [One or more elections will be made to treat the assets of the Trust Fund as a REMIC.] [The Trust Fund will be treated as a "grantor trust" for federal income tax purposes.]

  • National Treatment NT shall not apply to any measure affecting the type of activities which may be conducted on land or the usage of land, including but not limited to, land zoning, land use and urban planning policies. Urban Redevelopment Authority Act, Chapter 340, 1985 Revised Edition

  • Pretreatment wash primer means the first coat applied to bare metal if solvent-based primers will be applied. This coating:

  • Wastewater treatment unit means a device which:

  • Mistreatment means the inappropriate use of medications, isolation, or use of physical or chemical restraints as punishment, for staff convenience, as a substitute for treatment or care, in conflict with a physician's order, or in quantities which inhibit effective care or treatment, which harms or is likely to harm the patient or resident.

  • NYPSC means the New York Public Service Commission.

  • Overseas treatment means treatments or appliances provided or sourced from outside of Australia. This includes treatment on cruise ships inside or outside Australian waters.

  • Medical Treatment means examination and treatment by a Legally Qualified Physician for a condition which first manifested itself, worsened or became acute or had symptoms which would have prompted a reasonable person to seek diagnosis, care or treatment.

  • Undervote means that the elector does not properly designate any choice for an office or ballot question, and the tabulator records no vote for the office or question.

  • Negligent treatment or maltreatment means an act or a