UK Reorganization definition

UK Reorganization shall have the meaning assigned to such term in Section 5.18.
Sample 1Sample 2
UK Reorganization means the transfer of any employees of the Acquired Companies in the United Kingdom from such Acquired Companies pursuant to the Transfer Regulations, or otherwise, in the twenty-four (24) month prior to the date of this Agreement.
Sample 1Sample 2
UK Reorganization means, collectively, the following, proposed to be accomplished by the Borrower upon and subject to satisfaction of the UK Reorganization Conditions, but effective March 1, 2001: (i) transfer, expressly subject to the Existing Spandex Stock Pledge, to a United States of America Subsidiary, Gerber Venture Capital Corp. ("GVCC"), which will be a holding company and a Material Domestic Subsidiary, all of the capital stock of Spandex, as a capital contribution to GVCC (the "First Spandex Stock Transfer"); (ii) cause GVCC to transfer, expressly subject to the Existing Spandex Stock Pledge, to a newly created United Kingdom Subsidiary, GERBER SCIENTIFIC UK LTD. ("UK Holdco"), which will be a holding company and a Material Foreign Subsidiary, all of the capital stock of Spandex (the "Second Spandex Stock Transfer", and together with the First Spandex Stock Transfer, the "Spandex Stock Transfers"), in exchange for all of the capital stock of UK Holdco, and a note of UK Holdco in the amount (denominated in British pounds sterling and euros) of approximately the equivalent of $90,000,000 (the "UK Holdco Note"); and (iii) the execution and delivery by the Borrower to UK Holdco of the UK Holdco Subordinated Indemnification Agreement.
Sample 1

Examples of UK Reorganization in a sentence

  • The parties shall cause the UK Reorganization to occur at least one (1) Business Day prior to the Closing Date.

  • Dispositions in connection with the consummation of the Canadian Reorganization or the UK Reorganization, as applicable.

  • The Acquired Companies (i) have complied in all material respects with all of their obligations to inform and consult with the applicable employees or their representatives as part of or in connection with the UK Reorganization, whether pursuant to the Transfer Regulations or otherwise and (ii) have retained no material liabilities and have no outstanding material liabilities in respect of any such employees.

  • Both the negative relation betyeen the amount of inter–generational transfers and the recipient‘s income, and the sensitivity of individual consumption to individualresources of household members have been empirically tested to assess yhether the altruistic model can be taken as an accurate characterization of the interaction among members of the household.


More Definitions of UK Reorganization

UK Reorganization collectively, the transactions substantially as described to the Administrative Agent on or prior to the Fourth Amendment Effective Date.
Sample 1
UK Reorganization means the reorganization of certain of the ----------------- United Kingdom companies owned by the Seller (including, without limitation, Chivas Brothers Limited and Chivas 2000 Unlimited) occurring on or about October 27, 2000, details of which were disclosed in the data room.
Sample 1

Related to UK Reorganization

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

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

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

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

  • Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.

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

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

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

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

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

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

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

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • 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.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • 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.

  • Mergers has the meaning set forth in the Recitals.

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