Asset Sale Restructuring definition

Asset Sale Restructuring means a restructuring under this Plan providing for the Asset Sales.
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Asset Sale Restructuring means a restructuring pursuant to which the Asset Sale is consummated, which shall occur if (a) an Asset Sale is consummated with (i) a Third Party Purchaser or (ii) an Agent Purchaser following the Agent’s election via the Plan Toggle Right to implement an Asset Sale pursuant to section 363 of the Bankruptcy Code, or (b) the Agent elects via the Plan Toggle Right to implement an Asset Sale pursuant to section 1123(a)(5)(D) of the Bankruptcy Code rather than to implement an Equitization Restructuring. For the avoidance of doubt, an Asset Sale Restructuring may, subject to the consent of the Agent, be consummated with a Third Party Purchaser after the Agent’s exercise of the Plan Toggle Right pursuant to terms and sale procedures acceptable to the Agent, including through the Plan.
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Asset Sale Restructuring means a restructuring under this Plan providing for the Asset Sales where the Equitization Restructuring does not occur.
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Examples of Asset Sale Restructuring in a sentence

  • The following provisions shall apply only if an Asset Sale Restructuring occurs and a Plan Administrator is appointed.

  • If the Asset Sale Restructuring occurs, the following provisions shall govern.

  • If the Asset Sale Restructuring occurs, any amounts remaining in the Priority Claims Reserve after payment of all Allowed Administrative Claims and all Allowed Priority Claims shall promptly be transferred to the General Account and shall be distributed according to the priority set forth in Article VIII.G without any further action or order of the Bankruptcy Court.

  • If the Asset Sale Restructuring occurs, each Holder of a General Unsecured Claim will receive its Pro Rata share of the Distribution Proceeds as provided in Article VIII.G hereof.

  • If the Asset Sale Restructuring occurs, each Holder of an Allowed Term Loan Secured Claim shall receive its Pro Rata share of the Distribution Proceeds available for distribution to Holders of Allowed Term Loan Secured Claims from time to time as provided in Article VIII.G hereof, until such Allowed Term Loan Secured Claims are paid in full.

  • ARTICLE VII.THE PLAN ADMINISTRATOR The following provisions shall apply only if an Asset Sale Restructuring occurs and a Plan Administrator is appointed.

  • If the Asset Sale Restructuring occurs, each Holder of a General Unsecured Claim will receive its Pro Rata share of the Distribution Proceeds as provided in Article VIII.G of the Plan.

  • Pursuant to the Plan, in exchange for full and final satisfaction, compromise, settlement, release, and discharge of RBL Credit Agreement Claims, each Holder thereof will receive its ratable share (measured by reference to the Secured Lender Claim Amount) of the Sale Proceeds up to the Allowed amount of such Claims, less the Junior Stakeholder Sale Recovery, if the Asset Sale Restructuring occurs.

  • In connection with a potential Asset Sale Restructuring, the Debtors, with the assistance of their advisors, and at the request of the Senior Secured Lenders, commenced an extensive marketing process in May 2019.

  • Under the Asset Sale Restructuring, the Debtors will conduct a series of Asset Sales to sell substantially all of the Debtors’ assets.


More Definitions of Asset Sale Restructuring

Asset Sale Restructuring means a restructuring under this Plan in accordance with Article IV.F hereof pursuant to which the Asset Sale is consummated, which shall occur if (i) the Debtors and Required Consenting Secured Lenders elect to pursue the Asset Sale, (ii) the Debtors file the Asset Sale Election Notice and (iii) an Asset Purchase Agreement acceptable to the Debtors, the Required Consenting Secured Lenders, and the Purchaser is entered into prior to the filing of the Plan Supplement and consummated on the Effective Date.
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Asset Sale Restructuring means a restructuring under this Plan in accordance with Article IV.F of this Plan providing for the Asset Sales.
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Related to Asset Sale Restructuring

  • 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.

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party and (b) the initial borrowing of Loans hereunder and the use of the proceeds thereof.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Refinancing Transactions means the issuance and sale of the Notes pursuant to the Offering Memorandum, the incurrence of indebtedness on or about the Issue Date pursuant to any Credit Agreement and/or the repricing, refinancing, amendment, restatement or supplement, in whole or in part, of any Credit Agreement and the redemption (including any satisfaction and discharge in connection therewith) of all of the Company’s outstanding 7.875% Senior Notes due 2019 and the payment of fees and expenses in connection therewith.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person other than a Receivables Subsidiary.

  • Restructuring Claim means any right or claim of any Person against the Participating CCAA Parties (or any one of them) in connection with any indebtedness, liability or obligation of any kind whatsoever owed by the Participating CCAA Parties (or any one of them) to such Person, arising out of the restructuring, disclaimer, resiliation, termination or breach or suspension, on or after the applicable Filing Date, of any contract, employment agreement, lease or other agreement or arrangement, whether written or oral, and whether such restructuring, disclaimer, resiliation, termination or breach took place or takes place before or after the date of the Amended Claims Procedure Order, and, for greater certainty, includes any right or claim of an Employee of any of the Participating CCAA Parties arising from a termination of its employment after the applicable Filing Date, provided, however, that “Restructuring Claim” shall not include an Excluded Claim;

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

  • Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.

  • Restructuring has the meaning set forth in the Recitals.

  • Asset Sale means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Asset Sales means any sale, transfer, lease, license, sale and leaseback or other disposition of property (including pursuant to a casualty event or condemnation proceeding).

  • 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.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

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

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) issuances of equity interests of any Group Member (including the Common Units sold to the IPO Underwriters in the Initial Public Offering) to anyone other than the Partnership Group; (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business and (ii) sales or other dispositions of assets as part of normal retirements or replacements; and (d) capital contributions received by a Group Member.