Permitted Reorganization. Notwithstanding any other provision of this Agreement, the Company may become a wholly-owned subsidiary of a corporation organized under the laws of the State of Delaware (the “New Holding Company”) by means of a merger of the Company with and into a newly organized wholly owned subsidiary of the New Holding Company (the “Permitted Reorganization Merger Subsidiary”), which shall be organized under the laws of the State of Delaware, or another transaction or series of transactions that result in the Company becoming a wholly owned subsidiary of the New Holding Company, provided that: (a) (i) each of the New Holding Company and the Permitted Reorganization Merger Subsidiary shall be newly organized solely for the purpose of engaging in the Permitted Reorganization and, prior to the consummation of the Permitted Reorganization, shall not have been engaged in any business activities or conducted any operations other than in connection with or as contemplated by the Permitted Reorganization and shall not own any material assets and (ii) prior to the consummation of the Permitted Reorganization, neither the Company nor any of its Subsidiaries shall sell, dispose or otherwise transfer any of their assets to the New Holding Company or the Permitted Reorganization Merger Subsidiary; (b) prior to the consummation of the Permitted Reorganization, the Company, the New Holding Company and the Agents shall enter into an agreement in writing pursuant to which this Agreement shall be amended as may be necessary or appropriate, in the opinion of the Company and the Agents, to reflect (i) the Company becoming a wholly owned subsidiary of the New Holding Company, (ii) the New Holding Company providing the Parent Company Guarantee and the Parent Company Guarantee constituting a Loan Document, (iii) subject to clause (iv) below, the New Holding Company becoming bound hereby and by the other Loan Documents as if it were the original “Company”, including for purposes of the representations and warranties set forth in Article III hereof, the covenants set forth in Articles V and VI hereof and the Events of Default set forth in Article VII hereof, and (iv) notwithstanding anything to the contrary in clause (iii) above, the Company remaining the primary obligor in respect of the Loans and all the other Obligations, including any such amendments to provide that (A) references to the Company will be modified to be references to the New Holding Company (including such references in clause (a) of the definition of Change of Control and clause (a) of the definition of Material Adverse Effect) or to each of the Company and the New Holding Company (including such references in clause (b) of the definition of Change of Control, clause (b) of the definition of Material Adverse Effect, the definition of Indemnified Taxes and Sections 3.02, 3.03(c), 3.08, 3.15, 3.19 and 4.03(a)), as the context of the original reference requires, except that all references to the Company in Article II shall, except for any technical modifications deemed necessary or appropriate, in the opinion of the Company and the Agents (including technical modifications to Sections 2.14 and 2.15(c)), remain as references solely to the Company, (B) consolidated financial statements required to be delivered pursuant to Section 5.01 shall be the applicable consolidated financial statements of the New Holding Company and (C) all calculations of financial ratios or financial metrics that are determined on a consolidated basis for the Company and its Subsidiaries shall be determined on a consolidated basis for the New Holding Company and its subsidiaries, it being agreed that the Company shall in any event constitute a Material Subsidiary); provided that a copy of such agreement shall have been provided by the Agents to the Lenders and the Agents shall not have received, within 10 Business Days of the date a copy of such agreement is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendments (it being understood that in the absence of such written notice from the Required Lenders, such amendments shall become effective at the end of such period, without any further action or consent of any other party to this Agreement); (c) prior to or substantially concurrently with the consummation of the Permitted Reorganization, (i) the New Holding Company shall execute and deliver to the Agents a guarantee, in form and substance reasonably satisfactory to the Agents, pursuant to which the New Holding Company shall unconditionally and irrevocably guarantee all the Obligations of the Company (the “Parent Company Guarantee”), and (ii) the New Holding Company shall deliver to the Agents such documents, certificates and opinions as any of the Agents may reasonably request relating to the New Holding Company or the Parent Company Guarantee, all in form and substance reasonably satisfactory to the Agents; (d) in the event the Company is to merge with and into the Permitted Reorganization Merger Subsidiary, the requirements of Section 6.04(a) with respect to such merger shall have been, or substantially concurrently with the consummation of the Permitted Reorganization shall be, satisfied; and (e) the Lenders shall have received, at least five Business Days prior to the date of the consummation of the Permitted Reorganization, (i) all documentation and other information regarding the New Holding Company required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by any Agent or any Lender and (ii) to the extent the New Holding Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the New Holding Company.
Appears in 2 contracts
Samples: Credit Agreement (Marvell Technology Group LTD), Credit Agreement (Marvell Technology Group LTD)
Permitted Reorganization. (a) Notwithstanding any other provision of this Agreement, the Company may, on not less than 30 Business Days’ (or such shorter period as the Administrative Agent may agree) notice to the Administrative Agent (which notice shall refer to this Section 10.21), become a wholly-owned subsidiary of a corporation newly organized under the laws of a jurisdiction in the State of Delaware United States (the “New Holding Company”) by means of a merger of the Company with and into a newly newly-organized wholly owned subsidiary (organized under the laws of a jurisdiction in the United States) of the New Holding Company (the “Permitted Reorganization Merger Subsidiary”), which shall be organized under the laws of the State of Delaware, or another transaction or series of transactions that result in achieves the same result, subject, however, to the satisfaction of the following conditions:
(i) Not later than the second Business Day following the date on which the Company becoming becomes a wholly owned subsidiary of the New Holding Company, provided that:
(a) (i) each of the New Holding Company and the Permitted Reorganization Merger Subsidiary shall be newly organized solely for the purpose of engaging in the Permitted Reorganization and, prior to the consummation of the Permitted Reorganization, shall not have been engaged in any business activities or conducted any operations other than in connection with or as contemplated by the Permitted Reorganization and shall not own any material assets and (ii) prior to the consummation of the Permitted Reorganization, neither the Company nor any of its Subsidiaries shall sell, dispose or otherwise transfer any of their assets to the New Holding Company or the Permitted Reorganization Merger Subsidiary;
(b) prior to the consummation of the Permitted Reorganization, the Company, the New Holding Company and the Agents shall enter into an agreement in writing pursuant to which this Agreement shall be amended as may be necessary or appropriate, in the opinion of the Company and the Agents, to reflect (i) the Company becoming a wholly owned subsidiary of the New Holding Company, (ii) the New Holding Company providing the Parent Company Guarantee and the Parent Company Guarantee constituting a Loan Document, (iii) subject to clause (iv) below, the New Holding Company becoming bound hereby and by the other Loan Documents as if it were the original “Company”, including for purposes of the representations and warranties set forth in Article III hereof, the covenants set forth in Articles V and VI hereof and the Events of Default set forth in Article VII hereof, and (iv) notwithstanding anything to the contrary in clause (iii) above, the Company remaining the primary obligor in respect of the Loans and all the other Obligations, including any such amendments to provide that (A) references to the Company will be modified to be references to the New Holding Company (including such references in clause (a) of the definition of Change of Control and clause (a) of the definition of Material Adverse Effect) or to each of the Company and the New Holding Company (including such references in clause (b) of the definition of Change of Control, clause (b) of the definition of Material Adverse Effect, the definition of Indemnified Taxes and Sections 3.02, 3.03(c), 3.08, 3.15, 3.19 and 4.03(a)), as the context of the original reference requires, except that all references to the Company in Article II shall, except for any technical modifications deemed necessary or appropriate, in the opinion of the Company and the Agents (including technical modifications to Sections 2.14 and 2.15(c)), remain as references solely to the Company, (B) consolidated financial statements required to be delivered pursuant to Section 5.01 shall be the applicable consolidated financial statements of the New Holding Company and (C) all calculations of financial ratios or financial metrics that are determined on a consolidated basis for the Company and its Subsidiaries shall be determined on a consolidated basis for the New Holding Company and its subsidiaries, it being agreed that the Company shall in any event constitute a Material Subsidiary); provided that a copy of such agreement shall have been provided by the Agents to the Lenders and the Agents shall not have received, within 10 Business Days of the date a copy of such agreement is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendments (it being understood that in the absence of such written notice from the Required Lenders, such amendments shall become effective at the end of such period, without any further action or consent of any other party to this Agreement);
(c) prior to or substantially concurrently with the consummation of the Permitted Reorganization, (i) the New Holding Company shall execute and deliver to the Agents a guarantee, in form and substance Administrative Agent an instrument of assumption reasonably satisfactory to the Agents, Administrative Agent (the “Instrument of Assumption”) pursuant to which it shall assume all the obligations of the Company under this Agreement and the other Loan Documents.
(ii) Prior to the effectiveness of the assumption referred to in the preceding clause (a), no assets of the Company shall be transferred to the New Holding 97 Company, and the assets of the New Holding Company shall unconditionally and irrevocably guarantee all the Obligations consist solely of the Company issued and outstanding capital stock of the Company.
(iii) The Administrative Agent shall have received documents of the “Parent Company Guarantee”), types referred to in Section 4.02(c) evidencing the corporate power and (ii) authority of the New Holding Company to become a party to and perform its obligations under this Agreement.
(iv) The Administrative Agent shall deliver have received one or more favorable written opinions of counsel to the Agents such documentsNew Holding Company, certificates reasonably satisfactory in form and opinions substance to the Administrative Agent, covering as any of the Agents may reasonably request relating to the New Holding Company or the Parent Company Guarantee, all in form matters covered by the opinions delivered pursuant to Section 4.02(b) and substance such other matters as the Administrative Agent may reasonably satisfactory to the Agents;request.
(dv) in the event the Company is to merge with and into the Permitted Reorganization Merger Subsidiary, the requirements of Section 6.04(a) with respect to such merger The Administrative Agent shall have beenreceived a certificate, or substantially concurrently with dated the consummation of the Permitted Reorganization shall be, satisfied; and
(e) the Lenders shall have received, at least five Business Days prior to the effective date of the consummation assumption referred to in the preceding clause (a) and signed by a Financial Officer of the Permitted ReorganizationCompany, confirming compliance with the conditions precedent set forth in paragraphs (ib) and (c) of Section 4.01 (with all references in such paragraphs to a Borrowing being deemed to refer to such assumption and without giving effect to the parenthetical in such paragraph (b)).
(vi) The Credit Parties shall have received all documentation and other information regarding with respect to the New Holding Company required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act.
(vii) If a Ratings Condition shall exist, that has been reasonably requested the Administrative Agent shall have received a Subsidiary Guarantee Agreement executed and delivered by any Agent or any Lender the Company.
(b) Upon the execution and (ii) delivery to the extent Administrative Agent of the Instrument of Assumption and the satisfaction of the conditions set forth in the preceding paragraph (a), the New Holding Company qualifies shall become a party to this Agreement, shall succeed to and assume all the rights and obligations of the Company under this Agreement and the other Loan Documents (including all obligations in respect of outstanding Loans and Letters of Credit borrowed by or issued for the account of the Company) and shall thenceforth, for all purposes of this Agreement and the other Loan Documents (other than Section 6.04(c), this Section 10.21 and the definition of “Permitted Reorganization”), be the “Company” and a Borrower, and the corporation identified as the “Company” in the heading of this Agreement (ITT Corporation, an Indiana corporation) shall be a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Subsidiary of the New Holding Company.
(c) In connection with the transactions referred to in this Section, the Lenders agree that the Administrative Agent and the Company may, without the consent of any other party, effect such technical and conforming amendments to this Agreement as they shall agree to be appropriate to reflect the substitution of the New Holding Company as the “Company” hereunder and otherwise to give effect to the intent of this
Appears in 1 contract
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (ITT Inc.)
Permitted Reorganization. Notwithstanding anything to the contrary in this Agreement or any other provision of Loan Document (including Section 5.02, Section 5.08 and Section 5.11), the Permitted Reorganization shall be permitted for all purposes under this Agreement, subject only to the Company may become a wholly-owned subsidiary of a corporation organized under the laws satisfaction of the State of Delaware following conditions (the “New Holding Company”) by means of a merger of date on which the Company with and into a newly organized wholly owned subsidiary of the New Holding Company (Permitted Reorganization is consummated, the “Permitted Reorganization Merger SubsidiaryEffective Date”), which shall be organized under the laws of the State of Delaware, or another transaction or series of transactions that result in the Company becoming a wholly owned subsidiary of the New Holding Company, provided that:):
(a) (i) each of the New Holding Company and the Permitted Reorganization Merger Subsidiary shall be newly organized solely for the purpose of engaging in the Permitted Reorganization and, prior to Substantially concurrently with the consummation of the Permitted Reorganization, TopCo shall not have been engaged expressly assume all obligations of the Parent Guarantor under the Loan Documents and become the “Parent Guarantor” and New TEL shall become the “Intermediate Guarantor” and a “Guarantor” of the obligations under the Loan Documents, in any business activities or conducted any operations other than in connection with or as contemplated by each case, pursuant to documentation reasonably acceptable to the Administrative Agent and the Borrower (the “Permitted Reorganization and shall not own any material assets and (ii) prior to the consummation of the Permitted Reorganization, neither the Company nor any of its Subsidiaries shall sell, dispose or otherwise transfer any of their assets to the New Holding Company or the Permitted Reorganization Merger Subsidiary;Joinder”).
(b) prior to the consummation of the Permitted Reorganization, the Company, the New Holding Company and the Agents shall enter into an agreement in writing pursuant to which this Agreement shall be amended as may be necessary or appropriate, in the opinion of the Company and the Agents, to reflect (i) the Company becoming a wholly owned subsidiary of the New Holding Company, (ii) the New Holding Company providing the Parent Company Guarantee and the Parent Company Guarantee constituting a Loan Document, (iii) subject to clause (iv) below, the New Holding Company becoming bound hereby and by the other Loan Documents as if it were the original “Company”, including for purposes of the representations and warranties set forth in Article III hereof, the covenants set forth in Articles V and VI hereof and the Events of Default set forth in Article VII hereof, and (iv) notwithstanding anything to the contrary in clause (iii) above, the Company remaining the primary obligor in respect of the Loans and all the other Obligations, including any such amendments to provide that (A) references to the Company will be modified to be references to the New Holding Company (including such references in clause (a) of the definition of Change of Control and clause (a) of the definition of Material Adverse Effect) or to each of the Company and the New Holding Company (including such references in clause (b) of the definition of Change of Control, clause (b) of the definition of Material Adverse Effect, the definition of Indemnified Taxes and Sections 3.02, 3.03(c), 3.08, 3.15, 3.19 and 4.03(a)), as the context of the original reference requires, except that all references to the Company in Article II shall, except for any technical modifications deemed necessary or appropriate, in the opinion of the Company and the Agents (including technical modifications to Sections 2.14 and 2.15(c)), remain as references solely to the Company, (B) consolidated financial statements required to be delivered pursuant to Section 5.01 shall be the applicable consolidated financial statements of the New Holding Company and (C) all calculations of financial ratios or financial metrics that are determined on a consolidated basis for the Company and its Subsidiaries shall be determined on a consolidated basis for the New Holding Company and its subsidiaries, it being agreed that the Company shall in any event constitute a Material Subsidiary); provided that a copy of such agreement shall have been provided by the Agents to the Lenders and the Agents shall not have received, within 10 Business Days of the date a copy of such agreement is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendments (it being understood that in the absence of such written notice from the Required Lenders, such amendments shall become effective at the end of such period, without any further action or consent of any other party to this Agreement);
(c) prior to or substantially concurrently with the Upon consummation of the Permitted Reorganization, (i) the Borrower shall be a Wholly-Owned Consolidated Subsidiary of TopCo and a direct wholly-owned subsidiary of New Holding Company shall execute and deliver to the Agents a guarantee, in form and substance reasonably satisfactory to the Agents, pursuant to which the New Holding Company shall unconditionally and irrevocably guarantee all the Obligations of the Company (the “Parent Company Guarantee”), TEL and (ii) New TEL shall be a direct wholly-owned subsidiary of TopCo.
(c) No Default or Event of Default under clauses (a), (b), (h) or (i) of Article VI of this Agreement shall result on the Permitted Reorganization Effective Date, from the Permitted Reorganization.
(d) The Permitted Reorganization shall not cause an “event of default” under any Material Debt of TopCo, New Holding Company TEL, or the Borrower on the Permitted Reorganization Effective Date.
(e) The Administrative Agent shall deliver have received a certificate from the Borrower, TopCo, and New TEL certifying to the Agents such documents, certificates and opinions as any satisfaction of the Agents may reasonably request relating conditions set forth in clauses (b) through (d) above on and as of the Permitted Reorganization Effective Date.
(f) The Administrative Agent shall have received certified copies of the charter, by-laws and other constitutive documents of TopCo and New TEL and of resolutions of the appropriate governing body of TopCo and New TEL authorizing the execution, delivery, and performance by TopCo and New TEL of the Loan Documents to which it is a party, together with incumbency certificates evidencing the identity, authority and capacity of each Person authorized to execute and deliver such Loan Documents and any other documents to be delivered by TopCo and New Holding Company or the Parent Company GuaranteeTEL pursuant hereto, all in form and substance reasonably satisfactory to the Agents;Administrative Agent.
(dg) in The Administrative Agent shall have received a written opinions from counsel (including local counsel) to TopCo and New TEL, covering customary matters relating to the event joinder of TopCo and New TEL as the Company is Parent Guarantor and the Intermediate Guarantor, respectively, under the Loan Documents.
(A) Upon the reasonable request of any Lender made at least five days prior to merge with and into the Permitted Reorganization Merger SubsidiaryEffective Date, TopCo and New TEL shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the requirements of Section 6.04(a) with respect to such merger shall have been, or substantially concurrently with the consummation of the Permitted Reorganization shall be, satisfied; and
(e) the Lenders shall have received, at least five Business Days prior to the date of the consummation of the Permitted Reorganization, (i) all documentation and other information regarding the New Holding Company required by bank regulatory authorities under so requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by any Agent or any Lender in each case, at least three days prior to the Permitted Reorganization Effective Date and (iiB) at least three days prior to the extent the Permitted Reorganization Effective Date, if TopCo or New Holding Company TEL qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, TopCo or New TEL, as applicable, shall have delivered, to each Lender that so requests at least five days prior to the Permitted Reorganization Effective Date, a Beneficial Ownership Certification in relation to the TopCo or New Holding CompanyTEL, as applicable.
Appears in 1 contract
Permitted Reorganization. Notwithstanding The parties acknowledge that the business structure of Holdings may be converted from an income trust pursuant to a Permitted Reorganization entered into and completed in accordance with the requirements of the definition of “Permitted Reorganization” in Section 1.1 and that, notwithstanding any other provision of this Agreement, the Company may become a wholly-owned subsidiary of a corporation organized under the laws of the State of Delaware hereof (the “New Holding Company”) by means of a merger of the Company with and into a newly organized wholly owned subsidiary of the New Holding Company (the “Permitted Reorganization Merger Subsidiary”other than such definition), which shall be organized under Holdings and/or the laws of Borrower and/or their respective direct or indirect Subsidiaries, as the State of Delawarecase may be, or another transaction or series of transactions that result in the Company becoming may at any time enter into and complete such a wholly owned subsidiary of the New Holding Company, provided Permitted Reorganization. It is further acknowledged that:
(a) (i) each of the New Holding Company any and the Permitted Reorganization Merger Subsidiary shall be newly organized solely for the purpose of engaging in the Permitted Reorganization andall steps taken, prior to the consummation of the Permitted Reorganization, shall not have been engaged in any business activities or conducted any operations other than actions made and proceedings instituted in connection with entering into and timely completing such Permitted Reorganization shall be conclusively deemed not to contravene or breach any of the covenants or other provisions contained herein and shall be conclusively deemed not to constitute a Default or Event of Default hereunder so long as contemplated by such steps, actions and proceedings are taken, made or instituted in compliance with the definition of “Permitted Reorganization”, with such deviations therefrom reasonably acceptable to the Administrative Agent that are not in the reasonable judgment of the Administrative Agent materially detrimental to the interests of the Lenders; and
(b) following the completion of such Permitted Reorganization in the manner prescribed above, all representations and warranties herein, all conditions to extensions of credit hereunder and all other provisions hereof shall be construed and interpreted in a manner which gives full force and effect to such Permitted Reorganization having been entered into and completed as a permitted transaction or permitted transactions hereunder to the extent entered into and completed in the manner prescribed above. The Parent, the New Borrower (if applicable), the other entities resulting from the Permitted Reorganization and shall not own any material assets and (ii) prior to the consummation Administrative Agent on behalf of the Permitted ReorganizationLenders, neither the Company nor any of its Subsidiaries shall selleach acting reasonably, dispose or otherwise transfer any of their assets to the New Holding Company or the Permitted Reorganization Merger Subsidiary;
(b) prior to the consummation of the Permitted Reorganization, the Company, the New Holding Company and the Agents shall enter into an agreement in writing pursuant to which this Agreement shall be amended such amendments and other documents as may be necessary or appropriate, in required to give effect to the opinion terms of this Agreement with respect to a Permitted Reorganization and any consequential amendments required to preserve the substance of the Company terms of this Agreement and the Agents, to reflect (i) the Company becoming a wholly owned subsidiary of the New Holding Company, (ii) the New Holding Company providing the Parent Company Guarantee and the Parent Company Guarantee constituting a Loan Document, (iii) subject to clause (iv) below, the New Holding Company becoming bound hereby and by the other Loan Documents as if it were the original “Company”, including for purposes of the representations and warranties set forth in Article III hereof, the covenants set forth in Articles V and VI hereof and the Events of Default set forth in Article VII hereof, and (iv) notwithstanding anything to the contrary in clause (iii) above, the Company remaining the primary obligor in respect of the Loans and all the other Obligations, including any such amendments to provide that (A) references to the Company will be modified to be references to the New Holding Company (including such references in clause (a) of the definition of Change of Control and clause (a) of the definition of Material Adverse Effect) or to each of the Company and the New Holding Company (including such references in clause (b) of the definition of Change of Control, clause (b) of the definition of Material Adverse Effect, the definition of Indemnified Taxes and Sections 3.02, 3.03(c), 3.08, 3.15, 3.19 and 4.03(a)), as the context of the original reference requires, except that all references to the Company in Article II shall, except for any technical modifications deemed necessary or appropriate, in the opinion of the Company and the Agents (including technical modifications to Sections 2.14 and 2.15(c)), remain as references solely to the Company, (B) consolidated financial statements required to be delivered pursuant to Section 5.01 shall be the applicable consolidated financial statements of the New Holding Company and (C) all calculations of financial ratios or financial metrics that are determined on a consolidated basis for the Company and its Subsidiaries shall be determined on a consolidated basis for the New Holding Company and its subsidiaries, it being agreed that the Company shall in any event constitute a Material Subsidiary); provided that a copy of such agreement shall have been provided by the Agents to the Lenders and the Agents shall not have received, within 10 Business Days of the date a copy of such agreement is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendments (it being understood that in the absence of such written notice from the Required Lenders, such amendments shall become effective at the end of such period, without any further action or consent of any other party to this Agreement);
(c) prior to or substantially concurrently with the consummation of the Permitted Reorganization, (i) the New Holding Company shall execute and deliver to the Agents a guarantee, in form and substance reasonably satisfactory to the Agents, pursuant to which the New Holding Company shall unconditionally and irrevocably guarantee all the Obligations of the Company (the “Parent Company Guarantee”), and (ii) the New Holding Company shall deliver to the Agents such documents, certificates and opinions as any of the Agents may reasonably request relating to the New Holding Company or the Parent Company Guarantee, all in form and substance reasonably satisfactory to the Agents;
(d) in the event the Company is to merge with and into the Permitted Reorganization Merger Subsidiary, the requirements of Section 6.04(a) with respect to such merger shall have been, or substantially concurrently with the consummation of the Permitted Reorganization shall be, satisfied; and
(e) the Lenders shall have received, at least five Business Days prior to the date of the consummation of the Permitted Reorganization, (i) all documentation and other information regarding the New Holding Company required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by any Agent or any Lender and (ii) to the extent the New Holding Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the New Holding CompanyDocuments.
Appears in 1 contract
Permitted Reorganization. Notwithstanding The parties acknowledge that the business structure of Holdings may be converted from an income trust pursuant to a Permitted Reorganization entered into and completed in accordance with the requirements of the definition of “Permitted Reorganization” in Section 1.1 and that, notwithstanding any other provision of this Agreement, the Company may become a wholly-owned subsidiary of a corporation organized under the laws of the State of Delaware hereof (the “New Holding Company”) by means of a merger of the Company with and into a newly organized wholly owned subsidiary of the New Holding Company (the “Permitted Reorganization Merger Subsidiary”other than such definition), which shall be organized under Holdings and/or the laws of Borrower and/or their respective direct or indirect Subsidiaries, as the State of Delawarecase may be, or another transaction or series of transactions that result in the Company becoming may at any time enter into and complete such a wholly owned subsidiary of the New Holding Company, provided Permitted Reorganization. It is further acknowledged that:
(a) (i) each of the New Holding Company any and the Permitted Reorganization Merger Subsidiary shall be newly organized solely for the purpose of engaging in the Permitted Reorganization andall steps taken, prior to the consummation of the Permitted Reorganization, shall not have been engaged in any business activities or conducted any operations other than actions made and proceedings instituted in connection with entering into and timely completing such Permitted Reorganization shall be conclusively deemed not to contravene or breach any of the covenants or other provisions contained herein or give rise to any purchase obligation hereunder and shall be conclusively deemed not to constitute a Default or Event of Default hereunder so long as contemplated by such steps, actions and proceedings are taken, made or instituted in compliance with the definition of “Permitted Reorganization,” with such deviations therefrom reasonably acceptable to the Administrative Agent that are not in the reasonable judgment of the Administrative Agent materially detrimental to the interests of the Lenders; and
(b) following the completion of such Permitted Reorganization in the manner prescribed above, all representations and warranties herein, all conditions to extensions of credit hereunder and all covenants and other provisions hereof shall be construed and interpreted in a manner which gives full force and effect to such Permitted Reorganization having been entered into and completed as a permitted transaction or permitted transactions hereunder to the extent entered into and completed in the manner prescribed above. The Parent, the New Borrower (if applicable), the other entities resulting from the Permitted Reorganization and shall not own any material assets and (ii) prior to the consummation Administrative Agent on behalf of the Permitted ReorganizationLenders, neither the Company nor any of its Subsidiaries shall selleach acting reasonably, dispose or otherwise transfer any of their assets to the New Holding Company or the Permitted Reorganization Merger Subsidiary;
(b) prior to the consummation of the Permitted Reorganization, the Company, the New Holding Company and the Agents shall enter into an agreement in writing pursuant to which this Agreement shall be amended such amendments and other documents as may be necessary or appropriate, in required to give effect to the opinion terms of this Agreement with respect to a Permitted Reorganization and any consequential amendments required to preserve the substance of the Company terms of this Agreement and the Agents, to reflect (i) the Company becoming a wholly owned subsidiary of the New Holding Company, (ii) the New Holding Company providing the Parent Company Guarantee and the Parent Company Guarantee constituting a Loan Document, (iii) subject to clause (iv) below, the New Holding Company becoming bound hereby and by the other Loan Documents as if it were the original “Company”, including for purposes of the representations and warranties set forth in Article III hereof, the covenants set forth in Articles V and VI hereof and the Events of Default set forth in Article VII hereof, and (iv) notwithstanding anything to the contrary in clause (iii) above, the Company remaining the primary obligor in respect of the Loans and all the other Obligations, including any such amendments to provide that (A) references to the Company will be modified to be references to the New Holding Company (including such references in clause (a) of the definition of Change of Control and clause (a) of the definition of Material Adverse Effect) or to each of the Company and the New Holding Company (including such references in clause (b) of the definition of Change of Control, clause (b) of the definition of Material Adverse Effect, the definition of Indemnified Taxes and Sections 3.02, 3.03(c), 3.08, 3.15, 3.19 and 4.03(a)), as the context of the original reference requires, except that all references to the Company in Article II shall, except for any technical modifications deemed necessary or appropriate, in the opinion of the Company and the Agents (including technical modifications to Sections 2.14 and 2.15(c)), remain as references solely to the Company, (B) consolidated financial statements required to be delivered pursuant to Section 5.01 shall be the applicable consolidated financial statements of the New Holding Company and (C) all calculations of financial ratios or financial metrics that are determined on a consolidated basis for the Company and its Subsidiaries shall be determined on a consolidated basis for the New Holding Company and its subsidiaries, it being agreed that the Company shall in any event constitute a Material Subsidiary); provided that a copy of such agreement shall have been provided by the Agents to the Lenders and the Agents shall not have received, within 10 Business Days of the date a copy of such agreement is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendments (it being understood that in the absence of such written notice from the Required Lenders, such amendments shall become effective at the end of such period, without any further action or consent of any other party to this Agreement);
(c) prior to or substantially concurrently with the consummation of the Permitted Reorganization, (i) the New Holding Company shall execute and deliver to the Agents a guarantee, in form and substance reasonably satisfactory to the Agents, pursuant to which the New Holding Company shall unconditionally and irrevocably guarantee all the Obligations of the Company (the “Parent Company Guarantee”), and (ii) the New Holding Company shall deliver to the Agents such documents, certificates and opinions as any of the Agents may reasonably request relating to the New Holding Company or the Parent Company Guarantee, all in form and substance reasonably satisfactory to the Agents;
(d) in the event the Company is to merge with and into the Permitted Reorganization Merger Subsidiary, the requirements of Section 6.04(a) with respect to such merger shall have been, or substantially concurrently with the consummation of the Permitted Reorganization shall be, satisfied; and
(e) the Lenders shall have received, at least five Business Days prior to the date of the consummation of the Permitted Reorganization, (i) all documentation and other information regarding the New Holding Company required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by any Agent or any Lender and (ii) to the extent the New Holding Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the New Holding CompanyDocuments.
Appears in 1 contract
Permitted Reorganization. Notwithstanding any other provision of this Agreement, the Company may become a wholly-owned subsidiary of a corporation organized under the laws of the State of Delaware (the “New Holding Company”) by means of a merger of the Company with and into a newly organized wholly owned subsidiary of the New Holding Company (the “Permitted Reorganization Merger Subsidiary”), which shall be organized under the laws of the State of Delaware, or another transaction or series of transactions that result in the Company becoming a wholly owned subsidiary of the New Holding Company, provided that:
(a) (i) each of the New Holding Company and the Permitted Reorganization Merger Subsidiary shall be newly organized solely for the purpose of engaging in the Permitted Reorganization and, prior to the consummation of the Permitted Reorganization, shall not have been engaged in any business activities or conducted any operations other than in connection with or as contemplated by the Permitted Reorganization and shall not own any material assets and (ii) prior to the consummation of the Permitted Reorganization, neither the Company nor any of its Subsidiaries shall sell, dispose or otherwise transfer any of their assets to the New Holding Company or the Permitted Reorganization Merger Subsidiary;
(b) prior to the consummation of the Permitted Reorganization, the Company, the New Holding Company and the Agents Administrative Agent shall enter into an agreement in writing pursuant to which this Agreement shall be amended as may be necessary or appropriate, in the opinion of the Company and the AgentsAdministrative Agent, to reflect (i) the Company becoming a wholly owned subsidiary of the New Holding Company, (ii) the New Holding Company providing the Parent Company Guarantee and the Parent Company Guarantee constituting a Loan Document, (iii) subject to clause (iv) below, the New Holding Company becoming bound hereby and by the other Loan Documents as if it were the original “Company”, including for purposes of the representations and warranties set forth in Article III hereof, the covenants set forth in Articles V and VI hereof and the Events of Default set forth in Article VII hereof, and (iv) notwithstanding anything to the contrary in clause (iii) above, the Company remaining the primary obligor in respect of the Loans and all the other Obligations, including any such amendments to provide that (A) references to the Company will be modified to be references to the New Holding Company (including such references in clause (a) of the definition of Change of Control and clause (a) of the definition of Material Adverse Effect) or to each of the Company and the New Holding Company (including such references in clause (b) of the definition of Change of Control, clause (b) of the definition of Material Adverse Effect, the definition of Indemnified Taxes and Sections 3.02, 3.03(c), 3.08, 3.15, 3.19 3.15 and 4.03(a)3.19), as the context of the original reference requires, except that all references to the Company in Article II shall, except for any technical modifications deemed necessary or appropriate, in the opinion of the Company and the Agents Administrative Agent (including technical modifications to Sections 2.14 and 2.15(c)), remain as references solely to the Company, (B) consolidated financial statements required to be delivered pursuant to Section 5.01 shall be the applicable consolidated financial statements of the New Holding Company and (C) all calculations of financial ratios or financial metrics that are determined on a consolidated basis for the Company and its Subsidiaries shall be determined on a consolidated basis for the New Holding Company and its subsidiaries, it being agreed that the Company shall in any event constitute a Material Subsidiary); provided that a copy of such agreement shall have been provided by the Agents Administrative Agent to the Lenders and the Agents Administrative Agent shall not have received, within 10 Business Days of the date a copy of such agreement is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendments (it being understood that in the absence of such written notice from the Required Lenders, such amendments shall become effective at the end of such period, without any further action or consent of any other party to this Agreement);
(c) prior to or substantially concurrently with the consummation of the Permitted Reorganization, (i) the New Holding Company shall execute and deliver to the Agents Administrative Agent a guarantee, in form and substance reasonably satisfactory to the AgentsAdministrative Agent, pursuant to which the New Holding Company shall unconditionally and irrevocably guarantee all the Obligations of the Company (the “Parent Company Guarantee”), and (ii) the New Holding Company shall deliver to the Agents Administrative Agent such documents, certificates and opinions as any of the Agents Administrative Agent may reasonably request relating to the New Holding Company or the Parent Company Guarantee, all in form and substance reasonably satisfactory to the AgentsAdministrative Agent;
(d) in the event the Company is to merge with and into the Permitted Reorganization Merger Subsidiary, the requirements of Section 6.04(a) with respect to such merger shall have been, or substantially concurrently with the consummation of the Permitted Reorganization shall be, satisfied; and
(e) the Lenders shall have received, at least five Business Days prior to the date of the consummation of the Permitted Reorganization, (i) all documentation and other information regarding the New Holding Company required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by any the Administrative Agent or any Lender and (ii) to the extent the New Holding Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the New Holding Company.
Appears in 1 contract
Samples: Term Credit Agreement (Marvell Technology Group LTD)
Permitted Reorganization. (a) Notwithstanding any other provision of this Agreement, the Company may, on not less than 30 Business Days’ (or such shorter period as the Administrative Agent may agree) notice to the Administrative Agent (which notice shall refer to this Section 10.21), become a wholly-owned subsidiary of a corporation newly organized under the laws of a jurisdiction in the State of Delaware United States (the “New Holding Company”) by means of a merger of the Company with and into a newly newly-organized wholly owned subsidiary (organized under the laws of a jurisdiction in the United States) of the New Holding Company (the “Permitted Reorganization Merger Subsidiary”), which shall be organized under the laws of the State of Delaware, or another transaction or series of transactions that result in achieves the same result, subject, however, to the satisfaction of the following conditions:
(i) Not later than the second Business Day following the date on which the Company becoming becomes a wholly owned subsidiary of the New Holding Company, provided that:
(a) (i) each of the New Holding Company and the Permitted Reorganization Merger Subsidiary shall be newly organized solely for the purpose of engaging in the Permitted Reorganization and, prior to the consummation of the Permitted Reorganization, shall not have been engaged in any business activities or conducted any operations other than in connection with or as contemplated by the Permitted Reorganization and shall not own any material assets and (ii) prior to the consummation of the Permitted Reorganization, neither the Company nor any of its Subsidiaries shall sell, dispose or otherwise transfer any of their assets to the New Holding Company or the Permitted Reorganization Merger Subsidiary;
(b) prior to the consummation of the Permitted Reorganization, the Company, the New Holding Company and the Agents shall enter into an agreement in writing pursuant to which this Agreement shall be amended as may be necessary or appropriate, in the opinion of the Company and the Agents, to reflect (i) the Company becoming a wholly owned subsidiary of the New Holding Company, (ii) the New Holding Company providing the Parent Company Guarantee and the Parent Company Guarantee constituting a Loan Document, (iii) subject to clause (iv) below, the New Holding Company becoming bound hereby and by the other Loan Documents as if it were the original “Company”, including for purposes of the representations and warranties set forth in Article III hereof, the covenants set forth in Articles V and VI hereof and the Events of Default set forth in Article VII hereof, and (iv) notwithstanding anything to the contrary in clause (iii) above, the Company remaining the primary obligor in respect of the Loans and all the other Obligations, including any such amendments to provide that (A) references to the Company will be modified to be references to the New Holding Company (including such references in clause (a) of the definition of Change of Control and clause (a) of the definition of Material Adverse Effect) or to each of the Company and the New Holding Company (including such references in clause (b) of the definition of Change of Control, clause (b) of the definition of Material Adverse Effect, the definition of Indemnified Taxes and Sections 3.02, 3.03(c), 3.08, 3.15, 3.19 and 4.03(a)), as the context of the original reference requires, except that all references to the Company in Article II shall, except for any technical modifications deemed necessary or appropriate, in the opinion of the Company and the Agents (including technical modifications to Sections 2.14 and 2.15(c)), remain as references solely to the Company, (B) consolidated financial statements required to be delivered pursuant to Section 5.01 shall be the applicable consolidated financial statements of the New Holding Company and (C) all calculations of financial ratios or financial metrics that are determined on a consolidated basis for the Company and its Subsidiaries shall be determined on a consolidated basis for the New Holding Company and its subsidiaries, it being agreed that the Company shall in any event constitute a Material Subsidiary); provided that a copy of such agreement shall have been provided by the Agents to the Lenders and the Agents shall not have received, within 10 Business Days of the date a copy of such agreement is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendments (it being understood that in the absence of such written notice from the Required Lenders, such amendments shall become effective at the end of such period, without any further action or consent of any other party to this Agreement);
(c) prior to or substantially concurrently with the consummation of the Permitted Reorganization, (i) the New Holding Company shall execute and deliver to the Agents a guarantee, in form and substance Administrative Agent an instrument of assumption reasonably satisfactory to the Agents, Administrative Agent (the “Instrument of Assumption”) pursuant to which it shall assume all the obligations of the Company under this Agreement and the other Loan Documents.
(ii) Prior to the effectiveness of the assumption referred to in the preceding clause (a), no assets of the Company shall be transferred to the New Holding Company, and the assets of the New Holding Company shall unconditionally and irrevocably guarantee all the Obligations consist solely of the Company issued and outstanding capital stock of the Company.
(iii) The Administrative Agent shall have received documents of the “Parent Company Guarantee”), types referred to in Section 4.02(b) evidencing the corporate power and (ii) authority of the New Holding Company to become a party to and perform its obligations under this Agreement.
(iv) The Administrative Agent shall deliver have received one or more favorable written opinions of counsel to the Agents such documentsNew Holding Company, certificates reasonably satisfactory in form and opinions substance to the Administrative Agent, covering as any of the Agents may reasonably request relating to the New Holding Company or the Parent Company Guarantee, all in form matters covered by the opinions delivered pursuant to Section 4.02(a) and substance such other matters as the Administrative Agent may reasonably satisfactory to the Agents;request.
(dv) in the event the Company is to merge with and into the Permitted Reorganization Merger Subsidiary, the requirements of Section 6.04(a) with respect to such merger The Administrative Agent shall have beenreceived a certificate, or substantially concurrently with dated the consummation of the Permitted Reorganization shall be, satisfied; and
(e) the Lenders shall have received, at least five Business Days prior to the effective date of the consummation assumption referred to in the preceding clause (a) and signed by a Financial Officer of the Permitted ReorganizationCompany, confirming compliance with the conditions precedent set forth in paragraphs (ib) and (c) of Section 4.01 (with all references in such paragraphs to a Borrowing being deemed to refer to such assumption and without giving effect to the parenthetical in such paragraph (b)).
(vi) The Credit Parties shall have received all documentation and other information regarding with respect to the New Holding Company required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act.
(vii) If a Ratings Condition shall exist, that has been reasonably requested the Administrative Agent shall have received a Subsidiary Guarantee Agreement executed and delivered by any Agent or any Lender the Company.
(b) Upon the execution and (ii) delivery to the extent Administrative Agent of the Instrument of Assumption and the satisfaction of the conditions set forth in the preceding paragraph (a), the New Holding Company qualifies shall become a party to this Agreement, shall succeed to and assume all the rights and obligations of the Company under this Agreement and the other Loan Documents (including all obligations in respect of outstanding Loans and Letters of Credit borrowed by or issued for the account of the Company) and shall thenceforth, for all purposes of this Agreement and the other Loan Documents (other than Section 6.04(c), this Section 10.21 and the definition of “Permitted Reorganization”), be the “Company” and a Borrower, and the corporation identified as the “Company” in the heading of this Agreement (ITT Corporation, an Indiana corporation) shall be a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Subsidiary of the New Holding Company.
(c) In connection with the transactions referred to in this Section, the Lenders agree that the Administrative Agent and the Company may, without the consent of any other party, effect such technical and conforming amendments to this Agreement as they shall agree to be appropriate to reflect the substitution of the New Holding Company as the “Company” hereunder and otherwise to give effect to the intent of this Section. A copy of any amendment effected pursuant to this paragraph (c) shall be promptly made available to each Lender.
Appears in 1 contract
Samples: Credit Facility Agreement (ITT Corp)
Permitted Reorganization. Notwithstanding any other provision of this Agreement, the Company may become a wholly-owned subsidiary of a corporation organized under the laws of the State of Delaware (the “New Holding Company”) by means of a merger of the Company with The parties hereto acknowledge and into a newly organized wholly owned subsidiary of the New Holding Company (the “Permitted Reorganization Merger Subsidiary”), which shall be organized under the laws of the State of Delaware, or another transaction or series of transactions agree that result in the Company becoming a wholly owned subsidiary of the New Holding Company, provided that:
(a) (i) each of the New Holding Company and notwithstanding anything set forth herein or in any other Loan Document, the Permitted Reorganization Merger Subsidiary is expressly permitted hereunder, solely to the extent the Permitted Reorganization is consummated on or prior to September 30, 2022, and (b) nothing set forth herein or in any other Loan Document shall limit the ability of SPX Corporation and its applicable Subsidiaries to consummate the Permitted Reorganization and the transactions contemplated thereby, solely to the extent the Permitted Reorganization is consummated on or prior to September 30, 2022. The U.S. Borrower and the Administrative Agent shall be newly organized permitted to amend this Agreement and the other the Loan Documents (and the Lenders authorize the Administrative Agent to enter into any such amendments, including any amendments that are retroactively effective to the date of consummation of the Permitted Reorganization) solely for the purpose purposes of engaging in making changes to this Agreement and the other Loan Documents to reflect the consummation of the Permitted Reorganization and(including, prior for the avoidance of doubt, to make any changes as may be necessary and appropriate, in the sole discretion of the Administrative Agent, to reflect the consummation of the Permitted Reorganization, shall not have been engaged in any business activities or conducted any operations other than in connection with or as contemplated by the Permitted Reorganization and shall not own any material assets and (ii) prior to the consummation of the Permitted Reorganization, neither the Company nor any of its Subsidiaries shall sell, dispose or otherwise transfer any of their assets to the New Holding Company or the Permitted Reorganization Merger Subsidiary;
(b) prior to the consummation of the Permitted Reorganization, the Company, the New Holding Company and the Agents shall enter into an agreement in writing pursuant to which this Agreement shall be amended as may be necessary or appropriate, in the opinion of the Company and the Agents, to reflect (i) the Company becoming a wholly owned subsidiary of the New Holding Company, (ii) the New Holding Company providing the Parent Company Guarantee and the Parent Company Guarantee constituting a Loan Document, (iii) subject to clause (iv) below, the New Holding Company becoming bound hereby and by the other Loan Documents as if it were the original “Company”, including for purposes of the representations and warranties set forth in Article III hereof, the covenants set forth in Articles V and VI hereof and the Events of Default set forth in Article VII hereof), and (iv) notwithstanding anything to the contrary in clause (iii) above, the Company remaining the primary obligor in respect of the Loans and all the other Obligations, including any such amendments to provide that (A) references to the Company will be modified to be references to the New Holding Company (including such references in clause (a) of the definition of Change of Control and clause (a) of the definition of Material Adverse Effect) or to each of the Company and the New Holding Company (including such references in clause (b) of the definition of Change of Control, clause (b) of the definition of Material Adverse Effect, the definition of Indemnified Taxes and Sections 3.02, 3.03(c), 3.08, 3.15, 3.19 and 4.03(a)), as the context of the original reference requires, except that all references to the Company in Article II shall, except for any technical modifications deemed necessary or appropriate, in the opinion of the Company and the Agents (including technical modifications to Sections 2.14 and 2.15(c)), remain as references solely to the Company, (B) consolidated financial statements required to be delivered pursuant to Section 5.01 shall be the applicable consolidated financial statements of the New Holding Company and (C) all calculations of financial ratios or financial metrics that are determined on a consolidated basis for the Company and its Subsidiaries shall be determined on a consolidated basis for the New Holding Company and its subsidiaries, it being agreed that the Company shall in any event constitute a Material Subsidiary); provided that a copy of such agreement shall have been provided by the Agents to the Lenders and the Agents shall not have received, within 10 Business Days of the date a copy of such agreement is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendments (it being understood that in the absence of such written notice from the Required Lenders, such amendments amendment shall become effective at 5:00 p.m. on the end of fifth (5th) Business Day after the Administrative Agent shall have posted such periodproposed amendment to all Lenders unless, without any further action or consent of any other party to this Agreement);
(c) prior to or substantially concurrently with such time, the consummation of the Permitted Reorganization, (i) the New Holding Company shall execute and deliver Required Lenders have delivered to the Agents a guaranteeAdministrative Agent written notice that such Lenders do not accept such amendment. It is understood and agreed that, in form and substance reasonably satisfactory to the Agents, pursuant to which the New Holding Company shall unconditionally and irrevocably guarantee all the Obligations of the Company (the “Parent Company Guarantee”), and (ii) the New Holding Company shall deliver to the Agents such documents, certificates and opinions as any of the Agents may reasonably request relating to the New Holding Company or the Parent Company Guarantee, all in form and substance reasonably satisfactory to the Agents;
(d) in the event the Company is to merge with and into the Permitted Reorganization Merger Subsidiary, the requirements of Section 6.04(a) with respect to such merger shall have been, any reference in this Agreement and any other Loan Documents to financial statements or substantially concurrently with the consummation other financial information (including financial covenant-related definitions and terms) of the Permitted Reorganization shall beParent and/or any of its Subsidiaries, satisfied; and
(e) the Lenders shall have received, at least five Business Days as of any date of determination prior to the date effect time of the consummation Merger (as defined on Schedule 1.1G), or for any relevant period ending prior to the effective time of the Permitted ReorganizationMerger, (i) all documentation and in each case, any such reference shall be deemed to be a reference to financial statements or other financial information regarding the New Holding Company required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by of SPX Corporation and/or any Agent or any Lender and (ii) to the extent the New Holding Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the New Holding Companyof its Subsidiaries.
Appears in 1 contract