Specified Reorganization definition

Specified Reorganization any transaction or series of transactions pursuant to which one or more intermediate holding companies between the Parent and the Borrower (each, an “Intermediate Holdco”) is established.

Specified Reorganization means the reorganization of the Loan Parties as set forth on Schedule 1.03, which reorganization shall be consummated and effective after the Amendment No. 1 Effective Date.”

Specified Reorganization means any transaction or series of transactions pursuant to which one or more intermediate holding companies between the Parent and the Borrower (each, an “Intermediate Holdco”) are established.

Examples of Specified Reorganization in a sentence

• Notwithstanding anything herein to the contrary, the parties hereto acknowledge and consent to the Specified Reorganization, which is more fully described in Schedule 1.03.

• After the Amendment No. 1 Effective Date, the Loan Parties will complete a series of transactions which will result in the name changes, formations, contributions, mergers and conversions of certain entities constituting the Specified Reorganization.

• It is acknowledged that the first step of the Specified Reorganization was the dissolution of GGP, Inc.

• The closing of the transaction of purchase and sale contemplated by Section 4.2 hereof shall be deemed to have occurred immediately prior to the effective time of the Specified Reorganization, and each Shareholder who has not delivered a Decline Notice shall be deemed to have transferred to Putco all of the Shareholder's right, title and interest in and to such Class A Preferred Shares and Class B Preferred Shares and shall cease to be a holder of such Class A Preferred Shares and Class B Preferred Shares.

• To the extent within the control of IPF, PMI, Putco, the Corporation or Pubco, the effective date of a Specified Reorganization shall not occur until the applicable Preferred Share Fair Market Value has been agreed to or finally determined by a valuator in accordance with this Section 4.2.

More Definitions of Specified Reorganization

Specified Reorganization any transaction or series of transactions pursuant to which the Initial Parent, Holdings and the Initial Borrower will be merged or otherwise combined, with the Initial Parent or the Initial Borrower being the sole surviving corporation of such transaction(s).

Specified Reorganization has the meaning provided in the Support Agreement.

Specified Reorganization means the dissolution, liquidation or winding-up of any of IPF, the Corporation, PMI or Pubco or any reorganization of any of IPF, the Corporation, PMI or Pubco by way of (a) amalgamation, plan of arrangement, merger, reconstruction, reorganization or consolidation, (b) transfer, sale, distribution or lease of any material undertaking, property or assets out of the ordinary course of business, or (c) other fundamental change to their respective constitutions or business and affairs, excluding in each case either (x) the Conversion provided it includes either the Conversion Exchange or the transactions specified in Section 6.2(c), as applicable, or (y) a transaction which has been approved in writing by the Shareholders’ Representatives.

Specified Reorganization set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Specified Reorganization means, collectively, those certain transactions identified to the Administrative Agent and the Lenders on or prior to the Fourth Amendment Effective Date pursuant to which (i) the issued and outstanding Stock of Livent Switzerland GmbH (f/k/a FMC Switzerland IV GmbH) currently held by Livent will be transferred, directly or indirectly, to Livent’s wholly-owned direct subsidiary, Livent Lithium Foreign HoldCo B.V. (f/k/a FMC Lithium Foreign HoldCo BV) (“Lithium BV”) and (ii) the issued and outstanding Stock of Livent Singapore Pte. Ltd. (f/k/a FMC Singapore PTE Limited) currently held by Livent and by Lithium BV will be, and, through a series of subsequent transfers of the Stock of such UK limited company, become, transferred, directly or indirectly, to a newly created UK limited company that will be a wholly- owned indirect subsidiary of Livent that is 99.99% indirectly owned by Lithium BV.

Specified Reorganization has the meaning specified in Section 7.22 of the Partnership Disclosure Schedule.

Specified Reorganization means any reorganization, merger, sale, conveyance, transfer, lease, transaction, agreement or other arrangement occurring on or after the date of the issuance of this Note which results in the Company or any of its controlled Affiliates becoming, or being required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.