Consent to Reorganization. Notwithstanding anything to the contrary set forth in the Credit Agreement, Agent and Lenders hereby consent to the Reorganization and any Investment, Restricted Junior Payment, disposition of assets, other dispositions, mergers and other modifications, and in each case with respect to intercompany transfers of assets from Loan Parties to non-Loan Parties, which are specifically described in the Transaction Summary (as the same may be from time to time amended by the Borrower or Parent; provided that no changes thereto that are adverse in any material respect to the Lenders and Agent shall be made unless consented to in writing by Agent)) (collectively, the “Reorganization Transactions”); provided, that, each of the following conditions precedent has been satisfied:
(a) the satisfaction or waiver of any other conditions to the consummation of the Reorganization Transactions which are required to be satisfied under the Term Loan Agreement;
(b) the Collateral (other than, commencing on the Worldwide Release Date, the assets of Worldwide or the Equity Interests in Worldwide) pledged pursuant to the Loan Documents in favor of Agent (and the perfection and priority of Agent’s Lien thereon) taken as a whole shall not be adversely affected in any material respect as the final result of the consummation and completion of the Reorganization as a whole;
(c) subject to the timing requirements contained in Section 5.11 and Section 5.12 of the Credit Agreement or as otherwise provided in this Amendment No. 2, each Loan Party shall comply with the terms of Section 5.11 and 5.12 of the Credit Agreement;
(d) immediately prior to and immediately after giving effect to any of the Reorganization Transactions or any steps in furtherance of the consummation of the Reorganization, US Borrower shall have Excess Availability of not less than $30,000,0000;
(e) all of the Equity Interests in each Loan Party (other than Parent and, commencing on the Worldwide Release Date, Worldwide) shall be owned directly by another Loan Party, immediately prior to and immediately after giving effect to the Reorganization Transactions or any steps in furtherance of the consummation of the Reorganization; and
(f) each Loan Party (other than Parent and, commencing on the Worldwide Release Date, Worldwide) shall be a Subsidiary of Parent, immediately prior to and immediately after giving effect to any of the Reorganization Transactions or any steps in furtherance of the consummation of the Reorganiza...
Consent to Reorganization. As of the Reorganization, and subject to ET's receipt of consent from ET's lenders as set forth on Exhibit 5.2, ET shall be deemed to consent to the Reorganization as defined herein with respect to the impact thereof on the Facility and shall be deemed to waive any right of ET which may arise upon the Reorganization between ET and GMS. Effective as of the consummation of the Reorganization and conditioned upon the receipt of any necessary lender consents and GHC's execution and delivery to ET of a guaranty of the Lease Agreement substantially in the form of Exhibit H to the Master Agreement, ET shall be deemed to have consented to the release of GHV, as a guarantor of the Lease Agreement, and to the replacement of GHV with GHC, as guarantor of the Lease Agreement.
Consent to Reorganization. Notwithstanding anything to the contrary contained herein, the Borrower may effect the Reorganization or any portion thereof so long as no Default shall have occurred and be continuing or would occur after giving effect to the Reorganization or such portion thereof. Promptly upon completion of the Reorganization, the Borrower shall give the Administrative Agent notice thereof.
Consent to Reorganization. Upon satisfaction of all of the conditions precedent to the effectiveness of this Amendment, in each case, in form and substance satisfactory to the Agent, consent to the Reorganization shall be deemed to have been given by the Lenders.
Consent to Reorganization. The Borrower has informed the Administrative Agent and the Lenders of its intention to reorganize the Borrower's existing assets (the "Reorganization") by merging Subsidiaries into Subsidiaries and including forming two (2) new wholly-owned Subsidiaries of the Borrower as follows:
(a) a television license holding company Subsidiary which shall hold the stock of all Subsidiaries which own television-related or publishing-related licenses and (b) a radio license holding company Subsidiary which shall hold the stock of all Subsidiaries which own radio broadcasting related licenses and in connection therewith the Borrower may or may cause its Subsidiaries to transfer assets to other wholly owned Subsidiaries. In connection with the Reorganization, the Borrower may form additional wholly-owned Subsidiaries or merge and or liquidate or dissolve Subsidiaries (collectively, the "Reorganization Subsidiaries") such that after giving effect to the Reorganization, the capital structure of the Borrowers and its Subsidiaries shall be as set forth on Schedule 22 hereto with such changes to which the Initial Agents consent. Notwithstanding anything herein to the contrary, the Administrative Agent and the Lenders hereby consent to the Reorganization; provided that (i) the Borrower, each Reorganization Subsidiary and any other Subsidiary formed in connection with the Reorganization shall comply with the terms and conditions set forth in ss.10.15, (ii) no Subsidiary which was not an Excluded Subsidiary prior to the Reorganization shall be merged, transferred or amalgamated into an Excluded Subsidiary and the assets of such Subsidiaries shall not be transferred to an Excluded Subsidiary unless such Subsidiary could have been designated an Excluded Subsidiary in accordance with clause (d) of the definition of Excluded subsidiaries and (iii) no Default or Event of Default shall have occurred and be continuing after giving effect to such Reorganization.
Consent to Reorganization. The Lenders and the Administrative Agent hereby consent to the Reorganization.
Consent to Reorganization. Subject to the conditions set forth below, the Lenders consent to the Reorganization (including any amendment to articles of incorporation or other formation documents and any intercompany transactions in the ordinary course, in each case consistent with the terms of the Reorganization):
(a) The Reorganization occurs on or before December 31, 1998.
(b) The Reorganization occurs on terms substantially identical to those set forth in the Form S-4 filed by the Parent with the Securities and Exchange Commission on February 10, 1998.
(c) Simultaneously with the Reorganization, the Parent (i) unconditionally guarantees the Credit Party Obligations on terms reasonably acceptable to the Administrative Agent and (ii) executes a Pledge Agreement on similar terms (including its periods of effectiveness) to the Pledge Agreement executed by the Credit Parties on the Closing Date.
(d) Simultaneously with the Reorganization, the Credit Parties (including the Parent) provide to the Lenders such authority documents and opinions, including foreign counsel opinions, as reasonably requested by the Administrative Agent and comply with the terms of Section 8.4 of the Credit Agreement as appropriate.
(e) Simultaneous with the Reorganization, the Credit Parties provide updated schedules to the Credit Agreement, including, without limitation Schedules 6.15 and 6.21, as appropriate.
Consent to Reorganization. Subject to satisfaction of the conditions precedent set forth in Section 14 below and provided no Event of Default shall exist on the date thereof, Bank consents to the Reorganization.
Consent to Reorganization. As of the Reorganization, and subject to ET's receipt of consent from ET's lenders as set forth on Exhibit 5.2, ET shall be deemed to consent to the Reorganization as defined herein with respect to the impact thereof on the Facilities and shall be deemed to waive any right of ET which may arise upon the Reorganization between ET and GHV. Effective as of the consummation of the Reorganization and conditioned upon the receipt of any necessary lender consents and GHC's execution and delivery to ET of a Back-Up Tax Indemnity substantially in the form of Exhibit B-8 to the Master Agreement, ET shall release, and be deemed to have consented to the release of, GHV as an indemnitor under the Back-Up Tax Indemnity. Effective as of the consummation of the Reorganization and conditioned upon the receipt of any necessary lender consents and GHC's execution and delivery of a replacement guaranty of sublease in form substantially identical to that certain Guaranty of Sublease dated September 3, 1998, from GHV to ET Partnership, ET Partnership shall release, and be deemed to have consented to the release of, GHV as the guarantor of the Sublease.
Consent to Reorganization. Notwithstanding anything to the contrary set forth in the Loan Agreement and the other Financing Agreements and subject to the terms and conditions set forth herein, Agent and Lenders hereby consent to:
(a) the formation of Parent by Holdings in accordance with the applicable June 2006 Reorganization Documents;
(b) the formation of VS Mergersub by Parent in accordance with the applicable June 2006 Reorganization Documents;
(c) the merger of VS Mergersub with and into Holdings, with Holdings as the surviving corporation (the “Holdings Merger”), in accordance with the applicable June 2006 Reorganization Documents; and
(d) the exchange by each shareholder of Holdings of all of such shareholder’s shares of Capital Stock of Holdings for proportionate shares of Capital Stock of Parent.
