Approved Reorganization definition

Approved Reorganization means a solvent and voluntary reorganization involving, alone or with others, the Issuer, and whether by way of consolidation, amalgamation, merger, transfer of all or substantially all of its business or assets, or otherwise provided that the principal resulting, surviving or transferee entity (a “Resulting Entity”) is a banking company and effectively assumes all the obligations of the Issuer, under, or in respect of, the Notes;
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Approved Reorganization means a reorganization pursuant to a Reorganization Plan that, upon the consummation thereof, provides for the termination of the aggregate Commitments, indefeasible payment in full in cash of the obligations under the Loan Documents and Cash Collateralizing the LC Exposure in respect of such Letter of Credit in the manner set forth in the first sentence of Section 2.04(j).
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Approved Reorganization has the meaning set forth in Section 3.5(a).
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Examples of Approved Reorganization in a sentence

  • Each Stockholder shall take all necessary or desirable actions in connection with the consummation of the Approved Reorganization as reasonably requested by the Majority Holders and/or the Company.

  • The Borrower and the Guarantors shall have satisfied the conditions precedent to initial funding set forth in the Exit Facility (which shall be substantially similar to the conditions precedent set forth in the Pre-Petition Credit Agreement, subject to the provisions set forth on Exhibit I to the Approved Reorganization Plan) on or before the Extended Maturity Date.

  • The proceeds of the Loans shall be used to: (i) repay in full all amounts outstanding under the DIP Facility on the Closing Date; (ii) fund distributions under the Approved Reorganization Plans; (iii) pay all Fees and expenses required to be paid pursuant to Section 4.01(d); (iv) pay all allowed administrative expense claims incurred during the Cases in full; and (v) to provide working capital to the Borrower and its Subsidiaries and for general corporate purposes.

  • No Shareholder shall be bound in its capacity as shareholder by any prior actions taken under this Section 4 with respect to a Company Approved Reorganization Plan in the event a Company Approved Reorganization Plan is not confirmed pursuant to an order of the Bankruptcy Court.

  • The Shareholders shall not be required to comply with, and shall have no rights under, Sections 3.1 through 3.4 in connection with an Approved Sale or Approved Reorganization.

  • The proceeds of the Term Loans shall be used solely in accordance with the Semi-Annual Cash Flow Forecast to (a) provide working capital to the Borrower and its Subsidiaries and fund the costs of the administration of the Cases and the consummation of the Approved Reorganization, (b) to finance the Secured Notes Tender Offer and to pay fees and expenses associated therewith (excluding any payment of make-whole or other premiums) and (c) as otherwise agreed to in writing by the Required Lenders.

  • Other than Indebtedness permitted by the terms of the Exit Facility and contemplated to be outstanding pursuant to the Approved Reorganization Plan (and as permitted pursuant to clause (ii) above), all Indebtedness of the Parent, Borrower and its Subsidiaries shall have been indefeasibly repaid in full or otherwise discharged or satisfied and all Liens securing such Indebtedness released in a manner satisfactory to MBL.

  • If the Approved Reorganization is structured as a (i) merger or consolidation, each Stockholder shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each Stockholder shall agree to sell all of its Stockholders Shares on the terms and conditions approved by the Majority Holders.

  • Lessor hereby consents to the Approved Reorganization; provided, however that the Approved Reorganization is completed within twelve (12) months of the date of this Lease.

  • Subject to Section 3(c) --------------------------------------- below, if the Company's Board of Directors recommends or approves and the Majority Holders approve a reorganization of the Company in connection with a proposed initial Public Offering by the Company (the "Approved Reorganization"), ----------------------- each Stockholder agrees to vote for, consent to and raise no objections against the Approved Reorganization.


More Definitions of Approved Reorganization

Approved Reorganization means a reorganization pursuant to a Reorganization Plan that implements the restructuring of the Debtors on the terms and conditions set forth in the Restructuring Support Agreement.
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Approved Reorganization means a reorganization generally as described in the Memorandum of Steps previously delivered by Sellers to Eagle affecting one or more of the Companies, subject to the provisions of Section 6.2(d) and Section 6.15, that is completed prior to Closing.
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Approved Reorganization means the conveyance to Guardian Holdings of 100% of the outstanding equity interests in Lessee as contemplated by the Plan of Reorganization. Assessment: Any governmental assessment on the Leased Properties or any part of any of them for public or private improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term. Award: All compensation, sums or anything of value awarded, paid or received in connection with a Taking or Partial Taking.
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Approved Reorganization. The transaction, as more specifically described in PennyMac Financial Services, Inc.’s (“PFSI”) Current Report on Form 8-k dated August 2, 2018 filed with the SEC, whereby PFSI is undergoing a reorganization and as a result of which (i) PFSI shall own thirty-two (32%) percent of the outstanding shares of the Guarantor and (ii) New PennyMac Financial Services, Inc. shall hold sixty-eight (68%) percent of the outstanding shares of the Guarantor.
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Approved Reorganization means a reorganization generally as described in the Memorandum of Steps previously delivered by the Principals to Eagle affecting one or more of the CTM Companies, subject to the provisions of Section 6.2(d) and Section 6.15 of the CTM Agreement, that is completed prior to the Closing under the CTM Agreement.
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Related to Approved Reorganization

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Common Share Reorganization has the meaning set forth in Section 4.1(a);

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency Proceeding.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Business Transaction means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Transaction, involving the Company and one or more businesses; (ii) “Initial Shares” shall mean the 6,750,000 shares of the Common Stock (as may be adjusted for stock splits, stock dividends, reverse stock splits, contributions back to capital or otherwise) of the Company held by the Initial Stockholders which were issued and outstanding prior to the consummation of the Offering; (iii) the “Initial Stockholders” shall mean Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxx, P&P 2, LLC, Xxxxxxx Xxxxxxx and Committed Capital Holdings LLC and any permitted transferees of the Initial Shares in accordance with Section 4 hereof; (iv) “Preliminary Prospectus” shall mean each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits information under Rule 430 of the Securities Act; (v) “Placement Shares” shall mean the shares of Common Stock sold in the Private Placement; (vi) “Placement Shares Effectiveness Date” shall mean, with respect to the Placement Shares, the period ending 30 days after the completion of the Business Transaction; (vii) “Private Placement Investors” shall mean the investors who purchase the Placement Shares in the Private Placement, which investors shall be Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxx, P&P 2, LLC, Xxxxxxx Xxxxxxx and Committed Capital Holdings LLC and their respective designees, if any; (viii) “Pro Rata Share” shall mean the quotient calculated by dividing the number of Initial Shares held by the undersigned by the total number of Initial Shares then outstanding; (ix) “Public Stockholders” shall mean the holders of securities issued in the Offering; (x) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering will be deposited; and (xi) “Warrant Expiration Time” shall mean the time at which the Warrants cease to be exercisable, which will occur at 5:00 p.m., New York City time, on the 45th day after the effectiveness of the registration statement covering the shares of Common Stock underlying the Warrants.

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Business Combination Proposal means any offer, inquiry, proposal or indication of interest (whether written or oral, binding or non-binding, and other than an offer, inquiry, proposal or indication of interest with respect to the transactions contemplated hereby), relating to a Business Combination.

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • Qualifying IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • 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.

  • Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Business Combination Transaction means: