European Restructuring definition

European Restructuring means the transfer by the Company of (i) all the capital stock or other equity interests of the European Entities to FLE Holdings, B.V., and (ii) the European Entities Foreign Specified Trademarks to FL Europe Holdings, in each case substantially on the terms described by the Company to the Banks prior to November 22, 2002.
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European Restructuring means the restructuring of certain aspects of the European business of Aleris such that (i) the European Borrower will acquire and own substantially all of the Inventory (including, without limitation, raw materials and finished goods) related to the European business of Aleris, (ii) the European Borrower will enter into Tolling Agreements with Subsidiaries of Aleris, (iii) the Distribution Subsidiaries will market and/or distribute the Inventory produced pursuant to such Tolling Agreements and (iv) substantially all of the Accounts related to the European business of Aleris will be either originated and owned by the European Borrower or originated by the Distribution Subsidiaries and sold to the European Borrower pursuant to one or more Receivables Purchase Agreements (it being understood that (x) receivables generated under existing customer agreements which have not been amended, replaced or have otherwise expired on or prior to the European Restructuring Completion Date may continue to be generated by the Specified European Manufacturing Subsidiaries until the date of any amendment, replacement or expiration of the respective customer agreement and (y) the business of Subsidiaries acquired by Aleris after the Initial Borrowing Date might not be incorporated in the foregoing structure during a transitional period following the acquisition thereof).
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European Restructuring the restructuring of First Solar Holdings GmbH and its existing subsidiaries, to be effected pursuant to a series of steps involving the formation and capitalization of new Wholly Owned Subsidiaries of the Company, intercompany transactions, investments and asset transfers, and mergers and changes of legal form of certain Wholly Owned Subsidiaries of the Company, with the result that, after giving affect thereto, (a) the German Borrower (which will be the survivor of a merger involving the existing German Borrower) is an indirect Wholly Owned Subsidiary of the Company organized in Germany, (b) First Solar Holdings GmbH (or its successor) and its existing Restricted Subsidiaries (or their successors), along with any Wholly Owned Subsidiaries of the Company formed in connection with, and surviving after giving effect to, such restructuring that are the direct or indirect parent of a Restricted Subsidiary, are Restricted Subsidiaries of the Company owned, directly or indirectly, by a newly-formed holding company (“European Holdco”) that is a Restricted Subsidiary and (c) European Holdco and all such Restricted Subsidiaries have guaranteed the Obligations of the German Borrower and complied with Section 6.9.
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Examples of European Restructuring in a sentence

  • Aleris will cause the European Restructuring to be completed in all material respects by no later than December 31, 2007 (or such later date as may be agreed to by the Administrative Agent).

  • On December 23, 1998, the Debtors filed their Motion to Approve Debtors' Ratification of the European Restructuring Agreement (the "EUROPEAN RATIFICATION APPLICATION").

  • Intercompany Indebtedness incurred to effectuate the European Restructuring so long as the Company shall remain in compliance with the financial covenants set forth in Sections 6.1 and 6.2 of the Agreement after giving effect to any such Indebtedness.

  • Commitments and Contingencies (Continued) Future minimum lease payments subsequent to December 31, 2012 under capital and non- cancelable operating leases are as follows: The Company recorded an accrual in the amount of $1.5 million at December 31, 2012 related to outstanding claims in accordance with the European Restructuring Plan (Note 8).

  • Except with respect to the European Restructuring Costs, if the aggregate amount of such liabilities, costs and obligations is later determined to be greater than the deemed amount described in the preceding sentence, then Xxxxxxxxxx shall, within three (3) business days after such actual amount is determined, pay to WJ, in immediately available funds, the amount of such excess (which amount shall be treated by the parties as a reduction to the Purchase Price).

  • The table below outlines the components of the restructuring charges: A total of approximately $1.9 million is included in accrued expenses at December 31, 2012 related to the European Restructuring Plan.

  • The Majority Lenders hereby waive compliance with the requirements of SECTION 8.7 with respect to determinations of fair market value as such Section relates to the European Restructuring.

  • No event has occurred and is continuing or will result from the execution and delivery of this Amendment or the consummation of the European Restructuring Transactions that would constitute a Default or an Event of Default.

  • A certificate executed by the secretary or any assistant secretary of the Borrower certifying to and attaching resolutions of the Borrower's board of directors authorizing the execution and delivery of this Fourth Amendment, the other documents contemplated thereby and the European Restructuring and certifying that the by-laws and articles of incorporation of the Borrower have not been amended or otherwise modified since June 25, 1998.

  • Pursuant to Section 5.11(b) of the Credit Agreement the Borrower hereby gives notice that upon consummation of the European Restructuring ScanSource Europe CV will become a Material Foreign Subsidiary.


More Definitions of European Restructuring

European Restructuring restructuring of certain subsidiaries of the Company to simplify the organizational and tax structure, and through which Moog Luxembourg Finance S.a.r.l, Moog Luxembourg Finance S.a.r.l – Swiss Branch, Moog Europe Holdings Luxembourg SCS, Moog Europe Holding I LLC and Moog Europe Holding II LLC will be dissolved, liquidated, merged into the Company or one of its subsidiaries, or otherwise legally cease to exist.
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European Restructuring means the series of transactions pursuant to which certain Foreign Subsidiaries of the Borrower will be recapitalized and reorganized under the ownership of ScanSource Europe CV, a limited partnership organized under the laws of the Netherlands, all as more fully described in the first through sixth paragraphs of the Borrower’s letter to the Administrative Agent dated October 22, 2009.
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European Restructuring means the transfer by the Company of (i) all the capital stock or other equity interests of the European Entities to New Dutch Holdco 2, and (ii) the European Entities Foreign Specified Trademarks to FL Europe Holdings, in each case substantially on the terms described by the Company to the Banks prior to the Amendment No. 7 Effective Date.
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European Restructuring means the corporate restructuring of the Borrower’s European subsidiaries on substantially the terms described in Schedule II to A&R Amendment No. 1, without any changes thereto that would, in the opinion of the Administrative Agent, impair in any material respect the interests of the Lenders in the Collateral, except to the extent that any such changes are otherwise not prohibited by the terms of this Agreement.
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European Restructuring means the transfer by the Company of
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European Restructuring means the corporate restructuring of the Borrower’s European subsidiaries on substantially the terms described inSchedule II to A&R Amendment No. 1, without any changes thereto that would, in the opinion of the Administrative Agent, impair in any material respect the interests of the Lenders in the Collateral, except to the extent that any such changes are otherwise not prohibited by the terms of this Agreement.
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Related to European Restructuring

  • 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 has the meaning set forth in the Recitals.

  • 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.

  • Permitted Tax Restructuring means any reorganizations and other activities related to Tax planning and reorganization entered into prior to, on or after the date hereof (including the Transactions) so long as such Permitted Tax Restructuring is not adverse to the Lenders in any material respect (as reasonably determined by the Borrower in good faith); provided that the Transactions shall not be considered adverse to the Lenders, in any material respect.

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

  • 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;

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

  • Restructuring Plan means the extrajudicial restructuring plan, filed with the Sao Paulo Bankruptcy and Reorganization Court on August 19, 2020 (the “Restructuring Plan Filing Date”), providing for the issuance of the Securities and of the New Notes in exchange for the restructuring of various financial debts of OEC and certain of its Affiliates, as duly amended from time to time.

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

  • Restructuring Support Agreement has the meaning set forth in the Recitals.

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

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • 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).

  • Restructuring Agreement shall have the meaning set forth in the recitals.

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

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • 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;

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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:

  • Restructuring Costs means the costs, including both direct and indirect, of restructuring activities. Restructuring costs that may be allowed include, but are not limited to, severance pay for employees, early retirement incentive payments for employees, employee retraining costs, relocation expense for retained employees, and relocation and rearrangement of plant and equipment. For purposes of this definition, if restructuring costs associated with external restructuring activities allocated to DoD contracts are less than $2.5 million, the costs shall not be subject to the audit, review, and determination requirements of paragraph (c)(4) of this subsection; instead, the normal rules for determining cost allowability in accordance with FAR Part 31 shall apply.

  • Divestiture Agreement means any agreement between Respondents and an Acquirer (or a Divestiture Trustee appointed pursuant to Paragraph III of this Order and an Acquirer) and all amendments, exhibits, attachments, agreements, and schedules thereto, related to any of the Assets To Be Divested that have been approved by the Commission to accomplish the requirements of this Order. The term “Divestiture Agreement” includes, as appropriate, the Associated Food Stores Divestiture Agreement, the AWG Divestiture Agreement, the Haggen Divestiture Agreement, and the Supervalu Divestiture Agreement.

  • 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.