Restructuring Agreement. In connection with the Equitix Acquisition, Bidco and Equitix Holdco, among others, have entered into the Restructuring Agreement on or around the date of this Announcement, pursuant to which the parties have agreed certain restructuring steps to occur as soon as reasonably practicable following the Effective Date, to effect the Equitix Acquisition (which shall result in Equitix Holdco owning 50 per cent. of the shares in Xxxx Xxxxx Investments Limited). Bidco and Equitix Holdco have agreed that the Equitix Acquisition will be effected through the subscription by Equitix Holdco in cash for loan notes issued by Aqueduct Midco Limited, the holding company of Bidco, pursuant to the Equitix Bridge Loan, for the purposes of partially funding the Acquisition. Such loan notes shall be transferred by Equitix Holdco to Aqueduct Newco 2 Limited, an indirectly wholly-owned subsidiary of Bidco (the “KKR Investor”), in consideration for the KKR Investor procuring the issuance of the AssetCo Issuance Shares to Equitix Holdco. Prior to the issuance of the AssetCo Issuance Shares to Equitix Holdco, Bidco shall be required to arrange for the listing of Xxxx Xxxxx to be cancelled, and for Xxxx Xxxxx to be re-registered as a private limited company. Such re-registration will take place following the Effective Date. The Restructuring Agreement also includes certain co-operation provisions as between Equitix Holdco, Bidco and certain of their affiliates. In particular, these include obligations for Equitix to co- operate and provide information required for the regulatory filings and third-party consents to be sought by Bidco in connection with the Transaction. There are also customary conduct of business gap controls that will apply between the Effective Date and the Equitix Acquisition Effective Date, before Equitix Holdco acquires the AssetCo Issuance Shares. The Restructuring Agreement includes customary standstill provisions pursuant to which Equitix Holdco has agreed that it shall not acquire Xxxx Xxxxx Shares or any interest in the Xxxx Xxxxx Group without the prior consent of Bidco until the earlier of (i) the Effective Date, and (ii) six months following the termination of the Restructuring Agreement (provided that such six month cooling off period will not apply to acquisitions by Equitix Holdco of any interests with a net asset value of up to 15% of the total net asset value of Xxxx Xxxxx Investments Limited and its subsidiaries). After completion of the Transaction...
Restructuring Agreement. There is an Event of Default under, and as defined in, the Restructuring Agreement.
Restructuring Agreement the Restructuring Agreement duly executed by the parties thereto together with evidence, in a form and substance satisfactory to the Lenders, that the Closing Date has occurred;
Restructuring Agreement. (i) The Restructuring Agreement shall have been executed and delivered by the parties thereto and shall be full force and effect.
(ii) The shall be not be any suit, litigation or other proceeding challenging the validity and effectiveness of the Restructuring Agreement and the transactions contemplated thereby.
(iii) All conditions to the obligations of Desert and FINOVA to consummate the "Contemplated Transactions" (as defined in the Restructuring Agreement) have been satisfied.
Restructuring Agreement. Reference is hereby made to that certain Amended and Restated Restructuring Agreement (as amended and in effect from time to time, the “Restructuring Agreement”), dated as of March 9, 2007 by and between Great Lakes Aviation, Ltd., an Iowa corporation (the “Debtor”), and Raytheon Aircraft Credit Corporation, a Kansas corporation (“RACC”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Restructuring Agreement.
Restructuring Agreement. In the event of any conflict between this Article 8 and the provisions of Section 8.3 of the Restructuring Agreement, which provides, among other things, that except as otherwise provided therein MMT and LMC are each to bear responsibility for fifty percent (50%) of all liabilities and obligations of M4 and its general partner attributable to the period prior to the Closing, the provisions of Section 8.3 of the Restructuring Agreement shall prevail.
Restructuring Agreement. Notwithstanding that the date in the preamble of the Restructuring Agreement was inadvertently left blank, each of Borrower, Parent, and GECC hereby agrees and acknowledges that the Restructuring Agreement was made and entered into as of March 18, 2005.
Restructuring Agreement the Restructuring Agreement of even date herewith by and among the Borrower and Lender, among others.
Restructuring Agreement. GOF and Borrower shall have entered into an Exchange Agreement (the “GOF Restructuring Agreement”) substantially in the form of Exhibit 5.1(c)(i) and such agreement shall remain in full force and effect.
Restructuring Agreement. An execution copy of the Restructuring and Lock-Up Agreement dated as of May 22, 2008 (the “Restructuring Agreement”)among, inter alia, Vertis, various other Affiliates of Xxxxxx and the holders of the 2003 Senior Secured Notes, the February 2003 Senior Subordinated Notes, the 2002 Senior Notes and the Mezzanine Notes (each as defined in the Existing Credit Agreement) party thereto or to agreements (each, an “Ancillary Noteholder Agreement” and, together, the “Ancillary Noteholder Agreements”) entered into by Xxxxxx and/or one or more other Transaction Parties in connection therewith and a certificate executed by the chief financial officer of Xxxxxx stating that (I) the Restructuring Agreement and/or the Ancillary Noteholder Agreements have been executed and delivered by the Xxxxxx Parties (as defined in the Restructuring Agreement), the ACG Parties (as defined in the Restructuring Agreement), the holders of at least 66-2/3% of the outstanding principal amount of each of the 2003 Senior Secured Notes, the February 2003 Senior Subordinated Notes and the 2002 Senior Notes and the holders of at least 60% of the outstanding principal amount of ACG Second Lien Notes (as defined in the Restructuring Agreement) and are in effect; and (II) Ancillary Noteholder Agreements have been executed by the Xxxxxx Parties thereto and the legal and/or beneficial holders of a substantial majority of the outstanding principal amount of the Mezzanine Notes (the “Majority Mezzanine Holders”), contain provisions pursuant to which the Majority Mezzanine Holders have agreed to support (and/or to cause the legal holders thereof to support) the transactions contemplated in the Restructuring Agreement and are in effect.
