Restructuring Merger definition

Restructuring Merger means the merger referred to in the definition of Restructuring Date.
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Restructuring Merger is defined in the Recitals hereto.
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Restructuring Merger has the meaning assigned to such term in the Recitals.
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Examples of Restructuring Merger in a sentence

  • Immediately following such transactions, all outstanding shares of Genco Common Stock shall be owned by Regco, unless at such time the Restructuring Merger shall not have been effected, in which case all outstanding shares of Genco Common Stock shall be owned by REI.

  • On the Closing Date, after the Restructuring Merger XO LLC will be duly formed and validly existing as a Delaware limited liability company.

  • The execution, delivery and performance of this Agreement and any Related Document by Seller and XO and the consummation by Seller and XO of the transactions contemplated hereby and thereby, including the Restructuring Merger, have been (or in the case of Seller will have been) duly authorized by all necessary corporate or other action.

  • The Restructuring Merger and the transactions described in Section 7.11 will be tax-free to all parties thereto for federal income tax purposes and for state and local income tax purposes in each state in which XO LLC is disregarded as separate from its sole member for such purposes.

  • The Restructuring Merger shall have been consummated and be effective and, subject to Section 8.4, the Limited Liability Agreement Amendment shall be in full force and effect and shall be the Limited Liability Agreement of the Company on the Closing Date.

  • As of the date hereof XO and Seller have the full corporate power and authority to execute, deliver and perform this Agreement and any Related Document and to consummate the transactions contemplated by this Agreement, including the Restructuring Merger.

  • The Restructuring Merger shall have the effects set forth in Article 5.06 of the TBCL.

  • Each Party hereby acknowledges and ratifies its prior consent for all purposes under the Merger Agreement to the Initial Restructuring Steps (including the execution and delivery of, and consummation of the transactions contemplated by, the Contribution Agreement, the Restructuring Merger Agreement and the Assignment Agreement) and the execution and delivery of the A&R New Investment Agreement and this Amendment.

  • To the extent necessary and as permitted by applicable law, Partner hereby also irrevocably (i) waives any notice, or requirement thereof, with respect to any meeting of the partners or other proceeding for the purpose of adopting and approving the Purchase Agreement, the Restructuring Merger Agreement, the Transactions or any related matters and (ii) acknowledges that Partner will not have, and expressly waives, any dissenters' or similar rights in connection with the Transactions.

  • Except as set forth above, we express no opinion as to the tax consequences to any party, whether Federal, state, local or foreign, of the Restructuring Merger or the Reverse Split or of any transactions related to the Restructuring Merger or the Reverse Split or contemplated by the Restructuring Agreement.


More Definitions of Restructuring Merger

Restructuring Merger means the merger of the Company with any of its direct or indirect subsidiaries, where the purpose of such merger is to cause the Company to become a direct or indirect, wholly-owned subsidiary of a Person that prior to the effective time of such merger had been a direct or indirect, wholly-owned subsidiary of the Company (the “New Parent”).
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Related to Restructuring Merger

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Restructuring Event means the occurrence of any one or more of the following events:

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

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

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

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Restructuring has the meaning set forth in the Recitals.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

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

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

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Second Merger has the meaning set forth in the Recitals.