Corporate Restructuring Transactions shall have the meaning set forth in the Distribution Agreement.
Corporate Restructuring Transactions shall have the meaning provided in the Distribution Agreement.
Corporate Restructuring Transactions means the dissolution, sale or liquidation of any Subsidiary of Parent Topco (other than a Borrower) so long as (a) the assets and property of such Subsidiary are sold or transferred to a Loan Party or Restricted Subsidiary, or (b) if the the assets and property of such Subsidiary are sold, transferred or disposed of to an Unrestricted Subsidiary or any other Person, such sale, transfer or disposition to an Unrestricted Subsidiary would constitute a Permitted Investment or such sale, transfer or disposition to any other Person would be permitted pursuant to Section 10.08 hereof, and in each case, such dissolution, sale or winding up do not adversely impact in any material respect the structure, priority or aggregate value of the guarantees in respect of, and the Collateral that secures, the Obligations.
Examples of Corporate Restructuring Transactions in a sentence
Each of the parties hereto further agrees and understands that the party to which any assets are transferred as contemplated by the Corporate Restructuring Transactions or the other provisions of this Agreement shall bear the economic and legal risk that any necessary consents or approvals are not obtained, that any necessary amendatory agreements are not executed and delivered or that any requirements of Law are not complied with.
The parties hereto shall use their reasonable efforts to obtain any third-party consents or approvals that are required to consummate the Corporate Restructuring Transactions, the Distribution and the other transactions contemplated herein (the "Consents").
The parties hereto shall use their commercially reasonable efforts to obtain any third-party consents or approvals that are required to consummate the Corporate Restructuring Transactions, the Distribution and the other transactions contemplated herein.
Following the completion of these transactions, there will be no further transfers of funds between members of different Groups other than pursuant to transactions occurring in the ordinary course of business (trade accounts) and transfers required or otherwise permitted pursuant to these Corporate Restructuring Transactions.
ESI and ADA-ES hereby agree that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided such modification, supplement or elimination (a) is necessary or appropriate to divide the existing businesses of ESI so that the ADA-ES Business shall be owned, directly and indirectly, by ADA-ES, and (b) does not, individually or in the aggregate, adversely affect the ESI Business (other than to a de minimis extent).
More Definitions of Corporate Restructuring Transactions
Corporate Restructuring Transactions means the series of intercompany transactions, whether consummated simultaneously or from time to time, that do not adversely impact in any material respect the structure, priority or aggregate value of the guarantees in respect of, and the Collateral that secures, the Obligations, provided that (A) any necessary replacement guarantee or Collateral (determined after giving effect to such transactions) with respect to the foregoing shall be subject to Section 9.09(c) and (B) in furtherance of the foregoing clause (A), Pyxus Holdings, in consultation with the Lenders, shall use commercially reasonable efforts to enter into local law pledge and security agreements in favor of the Collateral Agent to the extent reasonably necessary to perfect Liens on any material Collateral governed by the laws of, or located in, any foreign jurisdiction on substantially the same basis as with respect to any Foreign Guarantor so replaced.
Corporate Restructuring Transactions means the transactions undertaken by InfoCure, PracticeWorks, and their respective Subsidiaries in order to effect the Internal Distribution and the Distribution, which transactions are described in the Distribution Agreement.
Corporate Restructuring Transactions means, collectively, (a) each of the distribution, transfers, conveyances, contributions, assignments and other transactions described and set forth in Exhibit B attached hereto, and (b) such other distribution, transfers, conveyances, contributions, assignments and other transactions (so long as such other distribution, transfers, conveyances, contributions, assignments and other transactions do not, individually or in the aggregate, adversely affect the ESI Business (other than to a de minimis extent) that may be required to be accomplished, effected or consummated by ESI, ADA-ES or any of their respective Subsidiaries and Affiliates in order to separate and divide, in a series of transactions that, to the extent intended to qualify for tax-free transactions under the Code, shall qualify for tax-free treatment under the Code, the existing businesses of ESI so that, except as otherwise expressly set forth in Exhibit B hereto:
Corporate Restructuring Transactions means, collectively, (a) ------------------------------------ each of the mergers, transfers, conveyances, contributions, assignments and other transactions described and set forth on Exhibit A of this Agreement, and --------- (b) such other mergers, transfers, conveyances, contributions, assignments and other transactions that may be appropriate or required to be accomplished, effected or consummated by Vencor or Healthcare Company or any of their respective Subsidiaries and Affiliates in order to separate and divide, in a series of transactions, Vencor so that: (i) the Healthcare Company Assets, Healthcare Company Liabilities and Healthcare Business shall be owned, directly or indirectly, by Healthcare Company; and (ii) the Real Estate Assets, Real Estate Liabilities and Real Estate Business that remain after the separation and division described in clause (i) above, are, after giving effect to the Distribution, owned directly or indirectly, by Vencor.
Corporate Restructuring Transactions means, collectively, (i) each of the distributions, transfers, conveyances, contributions, assignments and other transactions described and set forth on Exhibit C hereto, and (ii) such other distributions, transfers, conveyances, contributions, assignments and other transactions that may be required to be accomplished, effected or consummated by any of Tenneco, Packaging or any of their respective divisions, investments, Subsidiaries or Affiliates in order to separate and divide, in a series of transactions that, to the extent intended to qualify for tax-free transactions under the Code, shall qualify for tax-free treatment under the Code, the existing businesses of Tenneco so that, except as otherwise expressly set forth on Exhibit C hereto:
Corporate Restructuring Transactions means, collectively, (a) each of the mergers, transfers, conveyances, contributions, assignments, assumptions and other transactions described and set forth on Exhibit A attached hereto, including the repayment of the Sun Subordinated Notes and the Sun term loans, and (b) such other mergers, transfers, conveyances, contributions, assignments, assumptions and other transactions that may be appropriate or required to be accomplished, effected or consummated by Sun, New Sun or Sabra or any of their respective Subsidiaries and Affiliates in order to separate and divide, in a series of transactions, Sun so that: (i) the New Sun Assets, the New Sun Liabilities and the Healthcare Business shall be owned (and, in the case of New Sun Liabilities, retained or assumed, as the case may be), directly or indirectly, by New Sun; and (ii) the Sabra Assets, the Sabra Liabilities and the Real Estate Business are, after giving effect to the Distribution, owned (and, in the case of Sabra Liabilities, retained or assumed, as the case may be) directly or indirectly, by Sabra.
Corporate Restructuring Transactions means the distributions, transfers, conveyances, contributions, assignments and other transactions that are required to be accomplished, effected or consummated by Pharmacopeia, PDD or any of their respective Subsidiaries or Affiliates in order to separate and divide, in a series of transactions that, to the extent possible, shall qualify for tax-free treatment under the Code, the existing business of Pharmacopeia so that, except as otherwise provided in this Agreement or the Ancillary Agreements, (i) the business, assets and liabilities necessary for the continuing of the PDD Business shall be owned, directly or indirectly, by PDD, and (ii) the business, assets and liabilities of the Pharmacopeia Group that remain after the separations and divisions described above, including, without limitation, the business, assets and liabilities necessary for the continuing operation of the Accelrys Business, are, after giving effect to the Distribution, owned, directly or indirectly, by Accelrys.