Preliminary Restructuring definition

Preliminary Restructuring means the contribution by Alltel of all of the assets, liabilities and operations of its wireline telecommunications business to its subsidiaries.
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Preliminary Restructuring has the meaning set forth in the Recitals.
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Preliminary Restructuring shall have the meaning set forth in the Distribution Agreement.
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Examples of Preliminary Restructuring in a sentence

  • Except as set forth on Schedule 8.2, whether or not the Distribution is consummated, the costs and expenses incurred by Verizon or Spinco or their respective Subsidiaries in connection with this Agreement, the Preliminary Restructuring contemplated hereby, the Distribution and the Financing Transactions (other than the Debt Exchange) shall be paid by Spinco.

  • In connection with the Preliminary Restructuring, Spinco shall assume or cause to be assumed, and thereafter timely pay, perform and discharge, or cause to be paid, performed and discharged, all of the Spinco Liabilities, regardless of whether arising from or alleged to arise from the negligence, recklessness, strict liability, violation of law by or of any member of the Spinco Group or any member of the Verizon Group or any of their respective Representatives or Affiliates.

  • The CDR Empowered Group may for sufficient reasons extend the time for submission of the Preliminary Restructuring Scheme by a further period of thirty days.

  • Verizon and the other members of the Verizon Group shall be entitled to all Tax Benefits resulting from any Benefit Item associated with any costs and expenses economically borne by Verizon or any other member of the Verizon Group in connection with the Preliminary Restructuring, the Distribution or any other transaction associated therewith to the extent such Tax Benefits are not otherwise allocated to Spinco and the other members of the Spinco Group pursuant to Sections 1 or 2 of this Schedule B.


More Definitions of Preliminary Restructuring

Preliminary Restructuring as defined in the Recitals to this Agreement.
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Related to Preliminary Restructuring

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • 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).

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