Reorganized TopCo definition

Reorganized TopCo means WS Acquisition Holdings, Inc. as reorganized pursuant to and under the Restructuring Transactions or any successor thereto.
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Reorganized TopCo means WS Acquisition Holdings, Inc. (“TopCo”), as reorganized pursuant to and under the Restructuring Transactions or any successor thereto, or such other entity type as determined by the Company.
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Reorganized TopCo means, as determined by the Debtors, with the consent of the Majority Consenting Equitizing Creditors, a new corporation, limited liability company, or partnership that may be formed to, among other things, directly or indirectly acquire all or substantially all of the assets and/or stock (including share capital) of certain of the Debtors, as applicable, in accordance with the Restructuring Support Agreement and the Plan, and issue the New Ordinary Shares to be distributed pursuant to the Restructuring Transactions; provided that any Reorganized TopCo formed shall be incorporated under the laws of the Cayman Islands and shall be a tax resident of Ireland, unless otherwise agreed by the Debtors and the Majority Consenting Equitizing Creditors.
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Examples of Reorganized TopCo in a sentence

  • On the Effective Date, Reorganized TopCo shall enter into and deliver the New Shareholders Agreement to the Sponsors, and each Sponsor shall be bound thereby.

  • After the Effective Date, Reorganized TopCo may amend and restate its formation, organizational, and constituent documents as permitted by the laws of its respective jurisdiction of formation and the terms of such documents.

  • On or immediately before the Effective Date, Reorganized TopCo will file its New Organizational Documents with the applicable Secretary of State and/or other applicable authorities in its state of incorporation or formation in accordance with the applicable laws of its state of incorporation or formation, to the extent required for such New Organizational Documents to become effective.

  • Reorganized TopCo shall be authorized to require each Sponsor to execute and deliver its signature page to the New Shareholders Agreement as a condition to receiving its distribution of New Common Stock thereunder.

  • The issuance of New Ordinary Shares, the New NAC 33/34 HoldCo Interests, the New Moelis/Weil/NRF Equity, and the New Profit Participating Notes issued by the Reorganized TopCo, NAC 33/34 HoldCo, and the applicable Reorganized Moelis/Weil/NRF Exiting Debtors, respectively, and the transfer of the Reorganized JOLCO Equity shall be authorized without the need for any further corporate action and without any action by the Holders of Claims or other parties in interest.

  • The IOUs will subsequently be contributed by the Reorganized TopCo to the consolidating silo and the relevant subsidiaries, who transfer the IOUs to the same Holders as partial payment for the existing debt.

  • On the Applicable Effective Date, (i) the Reorganized TopCo, NAC 33/34 HoldCo, and/or the applicable Reorganized Moelis/Weil/NRF Exiting Debtors shall issue or transfer, as applicable, the New Ordinary Shares, New NAC 33/34 HoldCo Interests, the New Moelis/Weil/NRF Equity, the New Profit Participating Notes, the Reorganized JOLCO Equity, and other New Equity, as applicable, directly or indirectly to Holders of Claims to the extent provided herein.

  • As of the Plan Effective Date, the members for the initial term of the New Board and the New Reorganized TopCo Board shall be appointed in accordance with the New Organizational Documents.

  • Following the Plan Effective Date, the New Board and the New Reorganized TopCo Board shall adopt the terms of a new Management Incentive Plan pursuant to and subject to the approval set forth in the Governance and New Equity Term Sheet.

  • No stamp duty should arise on the issue of the Reorganized TopCo equity and provision of the rights reference above, in exchange for the IOU.The base cost for Irish capital gains tax purposes of the Reorganized TopCo equity should be the market value of same at the date of issuance.

Related to Reorganized TopCo

  • Reorganized means, with respect to the Debtors, any Debtor or any successor thereto, by merger, consolidation or otherwise, on or after the Effective Date.

  • Reorganized Company means the domestic stock company into which a mutual company has been converted, converted and merged, or converted and consolidated.

  • Reorganized Debtor means a Debtor, or any successor or assign thereto, by merger, consolidation, or otherwise, on and after the Effective Date.

  • Reorganized Debtors means, subject to the Restructuring Transactions, the Debtors as reorganized pursuant to this Plan on or after the Effective Date, and their respective successors.

  • Reorganized Parent means, Core Scientific, Inc., a Delaware corporation, on and after the Effective Date.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • SpinCo shall have the meaning set forth in the Preamble.

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

  • Topco has the meaning set forth in the Preamble.

  • Substantive Motion means an original motion or an original motion as amended, but does not include an amendment or a procedural motion.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • PDC or “Process Data Collection” means technology that allows process data to be entered into a format that can be viewed, manipulated and retrieved in the form of customized reports.

  • Cleared UCAP means the amount of MW (rounded down to the nearest tenth of a MW) that had been subject to an Offer Floor but has cleared in accordance with Section 23.4.5.7.

  • LMC means Liberty Media Corporation, a Delaware corporation.

  • Creditors’ Committee means the statutory committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • UCI means an undertaking for collective investment;

  • Public Company means any Person with a class or series of Voting Stock that is traded on a stock exchange or in the over-the-counter market.

  • Effective Time has the meaning set forth in Section 2.2.

  • Corporate Transaction means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • Delaware Bank has the meaning specified in the preamble to this Trust Agreement.