Subsidiary Reorganization definition

Subsidiary Reorganization means the internal restructuring of Your Subsidiaries and the creation of additional Subsidiaries as described in the restructuring slide provided to Us by You prior to the Closing Date and attached to the Disclosure Letter, delivered to Us on the Closing Date.
Sample 1Sample 2Sample 3
Subsidiary Reorganization has the meaning set forth in Section 6.17.
Sample 1Sample 2
Subsidiary Reorganization has the meaning set forth in the Preliminary Statements to the Agreement.
Sample 1

Examples of Subsidiary Reorganization in a sentence

  • We acknowledge that You will be consummating the Subsidiary Reorganization following the Closing Date, and such Subsidiary Reorganization shall be permitted hereunder.

  • Sixty-nine respondents submitted com- pleted surveys (Appendix B) during the three days that the survey was open to collecting responses.

  • The formation of Holding and the New Subsidiaries and the issuance of the capital stock by such entities as described above is herein referred to as the "Facilities Subsidiary Reorganization." The contribution of assets of Manufacturing to Holding and the New Subsidiaries as described above is herein referred to as the "Manufacturing Asset Transfer".

  • If at the time such pledge or pledges are granted the Subsidiary Reorganization has not been completed, the Agent shall, upon the written request of the Borrower and so long as no Default shall have occurred and be continuing, release its Lien or Equity Interests in any such Foreign Subsidiaries to the extent required in order to complete the Subsidiary Reorganization.

  • Xxxxxx, XxXxxxxx and Xxxxx and to fund said trust as contemplated by said SERPs with an aggregate contribution of no more than $1.9 million, (w) to pay the Management Bonus, (x) to effect the Foreign Subsidiary Reorganization, (y) to eliminate any vesting requirement in outstanding Options listed on Section 7.1 of the Disclosure Schedule, and (z) to repurchase the Cancelled Options and issue the Management Option Shares as provided in Section 2.3.

  • SUBPART 4.2 The Agent and the Lenders agree that in connection with the Foreign Subsidiary Reorganization, the requirement that the Borrower deliver a pledge of 65% of the Capital Stock of Asia is forever waived.

  • Except for the Subsidiary Reorganization, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

  • The Subsidiary Reorganization was conducted in accordance with all applicable Federal and state laws and regulations, was duly authorized, approved and adopted by all requisite corporate action of all constituent corporations and [TAX REPRESENTATION TO FOLLOW].

  • Each Subsidiary of the Borrower that is a Guarantor immediately prior to the Second Amendment Effective Date that, in connection with the Merger Documents and the transactions contemplated by this Second Amendment, becomes a subsidiary of SHM TRS (the “Existing Subsidiary Reorganization”) hereby acknowledges and agrees that the foregoing sentence shall apply in full force and effect notwithstanding the Existing Subsidiary Reorganization.

  • Apria will not, and will not permit any of its Subsidiaries to, establish, create or acquire any new Subsidiary, except Apria and its Subsidiaries may acquire or form Subsidiaries in connection with Permitted Acquisitions or a Subsidiary Reorganization to the extent otherwise permitted by this Agreement.


More Definitions of Subsidiary Reorganization

Subsidiary Reorganization means (i) the transfer to any Borrower of assets constituting substantially all the assets of any other Borrower, (ii) the transfer to any Borrower of 100% of the capital stock of any other Borrower, (iii) the merger of any Borrower with and into any other Borrower, (iv) the merger of any Subsidiary of Apria with and into any Borrower or (v) the merger of any Subsidiary of Apria with and into any other Subsidiary of Apria; provided that the surviving Subsidiary shall have assumed all of the obligations of the non-surviving Subsidiary under any Credit Document and provided further that if the surviving Subsidiary is not a Material Subsidiary, it shall be deemed a Material Subsidiary as of the date of any such merger if such non-surviving Subsidiary was a Material Subsidiary.
Sample 1
Subsidiary Reorganization means the merger or consolidation of one or more of the Utility Subsidiaries.
Sample 1
Subsidiary Reorganization means a reorganization or restructuring of certain of the Borrower's Foreign Subsidiaries.
Sample 1

Related to Subsidiary Reorganization

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

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

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

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

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

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

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Foreign Subsidiary Voting Stock the voting Capital Stock of any Foreign Subsidiary.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

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

  • Subsidiary Redesignation shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01.

  • Subsidiary REMIC As described in the Preliminary Statement.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • Joint Venture Subsidiary means each of (i) Aluminum Company of Malaysia Berhard and (ii) any other person that is a Subsidiary in which persons other than Holdings or its Affiliates own 10% or more of the Equity Interests of such person, excluding, to the extent they become Restricted Subsidiaries of the Designated Company after the Closing Date, Xxxxx and Norf GmbH.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Business Combination Transaction means:

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).