Restructuring Notice definition

Restructuring Notice has the meaning set forth in Section 11.9(c).
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Restructuring Notice has the meaning set forth in Section 6.7.
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Restructuring Notice has the meaning set forth in SECTION 11.9(c).
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Examples of Restructuring Notice in a sentence

  • Within 60 days after delivery of a Restructuring Notice, upon the request of any Partner, the Managing Partner shall provide all Partners with a report listing all assets of the Partnership, including all projects in development and/or for which the Partnership has been charged.

  • The Company shall deliver a notice (the "Restructuring Notice") to the Eligible Stockholders and the Eligible NextNet Stockholders stating (i) the bona fide intention of the Company to engage in a Restructuring, (ii) a description of the Restructuring, and (iii) the price and terms upon which the Eligible Stockholders and Eligible NextNet Stockholders will be entitled to participate.

  • By written notification received by the Company, within 10 business days after receipt of the Restructuring Notice, each Eligible Stockholder and each Eligible NextNet Stockholder may elect to participate in the Restructuring at the price and on the terms specified in the Restructuring Notice, which indicates price and terms shall be identical to those offered to the XxXxx Entities.

  • Any change a Participant makes shall become effective as soon as administratively feasible following the receipt of such election by the Administrator.

  • For greater certainty, following the delivery of a Consensual Restructuring Notice, none of the items in (b) shall be considered Purchase Option Events.

  • It is understood and agreed that if Lenders offer to continue financing and willing and able to proceed within the 90 day Restructuring Notice period and Borrowers do not proceed and terminate the Commitments, then there will be no reimbursement of the Prorated Fees and Borrowers will owe the Applicable Prepayment Premium.

  • To the extent permitted by law, immediately upon the dissolution of the Partnership a restructuring of the Partnership in accordance with Section 8.1 shall occur; provided that the requirement that either TWE or Advance/Newhouse deliver a Restructuring Notice shall be deemed waived.

  • If Purchaser delivers a Restructuring Notice to Sellers, the Parties shall, and shall cause their Affiliates to, (a) as promptly as reasonably practicable amend this Agreement to reflect the Restructuring on mutually acceptable terms and (b) use their respective Best Efforts to effect the agreed upon restructuring as promptly as is reasonably practicable.

  • To the extent permitted by law, immediately upon the dissolution of the Partnership a restructuring of the Partnership in accordance with Section 8.1 shall occur; provided that the requirement that either TWE or Advance/Xxxxxxxx deliver a Restructuring Notice shall be deemed waived.

  • Advance/Xxxxxxxx or TWE, at any time after the Restructuring Effective Date may, upon written notice (the "Restructuring Notice") to the other Partner, state its intention to cause a restructuring of the Partnership.

Related to Restructuring Notice

  • Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto or such other form as shall be mutually agreed upon between Seller and Purchaser, which is delivered to the Purchaser in accordance with Section 3(c) herein.

  • Acquisition Notice has the meaning set forth in Section 2.6(a).

  • 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.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

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

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • 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).

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Restructuring Support Agreement means that certain Restructuring Support Agreement, dated as of August 18, 2020, by and among the Debtors and the Consenting Noteholders, and the other parties who signed the signature pages thereto, including all exhibits and attachments thereto.

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

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

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

  • Disposition Notice is defined in Section 5.2(a).

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

  • 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.

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

  • Proposed Acquirer means a Person proposed by a Respondent (or a Divestiture Trustee) to the Commission and submitted for the approval of the Commission as the acquirer for particular assets or rights required to be assigned, granted, licensed, divested, transferred, delivered or otherwise conveyed pursuant to this Order.

  • 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.

  • Step-Out Notice has the meaning given to it in Section 8.1.

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

  • Proposed Transaction is defined in Section 6.2(a).

  • Restructuring Term Sheet means that certain term sheet attached as Exhibit B to the Restructuring Support Agreement.

  • Offering Notice has the meaning set forth in Section 3.1(a).

  • Opt-Out Notice has the meaning specified therefor in Section 2.02(a) of this Agreement.