Permitted Restructuring. (a) Holdings and its Restricted Subsidiaries may effect a Permitted Restructuring so long as such Permitted Restructuring is carried out as described in the definition of Permitted Restructuring in this Indenture, and provided that in the case of a Permitted Restructuring described in clause (1) of such definition,
(1) New Holding Company shall assume all the obligations of Holdings under its Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement, in each case, pursuant to agreements reasonably satisfactory to the Trustee, and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to New Holding Company, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;
(2) immediately after such Permitted Restructuring, no Default or Event of Default shall have occurred or be continuing;
(3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such Permitted Restructuring complies with this Indenture;
(4) the Company shall have delivered to the Trustee an Opinion of Counsel confirming that holders of the Notes will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of such Permitted Restructuring;
(5) if New Holding Company is formed under the laws of a Non-U.S. Jurisdiction, it shall (i) irrevocably submit to the jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under its Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement, (ii) agree that all claims in respect of such suit or proceeding may be determined in any such court and irrevocably waive the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding, (iii) to the extent permitted by law, ...
Permitted Restructuring. No later than the 90th day after the Effective Date, the Borrower will, and will cause its Restricted Subsidiaries to, (a) consummate the Permitted Restructuring, (b) deliver to the Administrative Agent a written opinion of (i) Kxxxxxxx & Exxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders and in a form substantially similar to (as applicable) the opinion delivered by Kxxxxxxx & Exxxx LLP hereunder on the Effective Date, and (ii) Axxxx & Overy LLP, special counsel to the Loan Parties, addressed to the Admin- istrative Agent and the Lenders and in a form substantially similar to (as applicable) the opinions delivered by Axxxx & Oxxxx LLP under the Revolving Credit Loan Documents on the Effective Date, and (c) execute and deliver to the Administrative Agent all other documents, agreements and certificates described on Schedule 5.19 and satisfy all other conditions described on Schedule 5.19, in each case as denoted on such Schedule 5.19 as being required to be completed within 90 days after the Effective Date.
Permitted Restructuring. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, each Subsidiary Guarantor shall be entitled to be liquidated, dissolved or wound up or to be merged with or otherwise transfer any of its assets and liabilities to the Company or one or more Subsidiaries of the Company, so long as the Subsidiary Guarantor (x) gives the Purchasers at least 20 days’ prior written notice of such transaction and (y) delivers to the Purchasers all such documents and takes all such other actions as are reasonably requested by the Majority Holders in order to ensure that the Company or one or more of its Subsidiaries assumes all obligations of such Subsidiary Guarantor under its Subsidiary Guaranty.
Permitted Restructuring. In carrying out a Permitted Restructuring, the Borrower, the Loan Parties and their respective Subsidiaries and Affiliates may take any one or more steps or other actions contemplated by the Restructuring Schedule in such order or sequence as it or they may determine to be necessary or advisable. In the event any of the terms and conditions of this Agreement or the other Loan Documents would by their express terms restrict or prohibit any portion of a Permitted Restructuring, such term or provision shall be construed to permit such step(s) and other action(s) to be taken in connection with a Permitted Restructuring.
Permitted Restructuring. Within 90 days following the Effective Date (or such longer period as the Administrative Agent shall agree to in its sole discretion), the Borrower shall either (i) cause the consummation of the Permitted Restructuring or (ii) grant the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the shares of Capital Stock of MarketAxess Europe, MarketAxess Canada and MarketAxess Brazil (to the extent the ownership of such shares of Capital Stock has not then been transferred to MarketAxess Limited) in each case pursuant to, and to the extent required by, Section 5.11(a) and the Security Agreement.
Permitted Restructuring. The Borrower shall promptly procure the delivery to the Agent of any Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions forming part of the Permitted Restructuring.
Permitted Restructuring. The Borrower shall procure that:
(a) the Permitted Restructuring shall be effected on or before the date falling 18 Months following the First Utilisation Date;
(b) on the day on which the Permitted Restructuring is effected originals of each of the Warrant Documents in the Agreed Form duly executed by each member of the Group party to them are delivered to the Agent; and
(c) the Permitted Restructuring is effected in a manner and on terms approved in advance in writing by the Majority Lenders. From: Shandong Caopu Arts & Crafts Co. Ltd. To: Standard Chartered Bank (Hong Kong) Limited Dated: Dear Sirs Shandong Caopu Arts & Crafts Co. Ltd. – U.S.$23,000,000 Facility Agreement dated [ ] (the "Agreement")
1. We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow the Loan on the following terms: Proposed Utilisation Date: [ ] or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
Permitted Restructuring. Any other event or circumstance specified as an Event of Default in Schedule 14 (Permitted Restructuring).
Permitted Restructuring. Each Borrower hereby represents and warrants to Agent and Lenders that set forth below in this Disclosure Schedule 1.1 is a true, correct and complete description of the proposed Permitted Restructuring.
Permitted Restructuring. Charges The Borrowers shall not incur aggregate cash Restructuring Charges in excess of $1,300,000 nor incur aggregate cash and non-cash Restructuring Charges in excess of $2,600,000, in each case, prior to December 31, 2001 (collectively, the "Permitted Restructuring Charges"). The Borrower shall not incur any Restructuring Charges after December 31, 2001.
(h) Section 8.1(d) of the Credit Agreement is hereby amended and restated to read as follows:
