Foreign Restructuring definition

Foreign Restructuring means the transactions undertaken prior to the Contribution to separate the Payment Services Business from the other Equifax businesses in foreign jurisdictions, as described on Exhibit A.
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Foreign Restructuring means the reorganization of the ownership structure of the Foreign Subsidiaries of the Borrower.
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Foreign Restructuring has the meaning set forth in the Recitals to this Agreement.
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Examples of Foreign Restructuring in a sentence

  • The capital contributions shall be made on a monthly basis (in arrears) until the date that all Retained Receivables are either paid in full or repurchased by the relevant foreign subsidiary of the parent in accordance with the relevant Foreign Restructuring Agreement.

  • Except as otherwise provided in this Agreement, ---------- all Contemplated Domestic Restructuring Taxes and all Contemplated Foreign Restructuring Taxes shall be the obligation of the entity that is liable for such Taxes under the Tax Law.

  • Each additional Foreign Restructuring transaction identified in a written schedule agreed to by the Hewlett-Packard VP and the Agilent VP on or before December 15, 1999.

  • Parent and Technologies understand and acknowledge that certain trade and government receivables of the chemical operations of the current UK and Irish affiliates of Parent (the "Retained Receivables") are being withheld from the Foreign Restructuring transactions in these jurisdictions in order to minimize the amount of Foreign Transfer Taxes payable in each of these jurisdictions.

  • Without limiting the generality of the foregoing, each Lender irrevocably authorizes Administrative Agent, and Administrative Agent agrees, to release Collateral consisting of Stock of Foreign Subsidiaries upon Borrower’s request in connection with the Foreign Restructuring, so long as Administrative Agent is reasonably satisfied that following the Foreign Restructuring it will have a Lien on at least 65% of the Stock of any Foreign Subsidiary which is a direct Wholly Owned Subsidiary of Borrower.

  • Notwithstanding any other provision of this Agreement (other than Section 9.1(b) (hereof), DuPont shall be responsible for the payment of, and shall indemnify and hold Conoco harmless from and against, any IPO Restructuring Taxes, Deconsolidation Taxes or Other Foreign Restructuring Taxes.

  • Effective as of the Amendment Effective Date (as defined below), the Lenders hereby consent to the 2018 Foreign Restructuring.

  • Effective upon the Foreign Restructuring Completion Date, Schedule 6.1.17 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Annex D hereto.

  • In connection with the 2006 Foreign Restructuring, effective as of December 15, 2006 Agent and the Lenders hereby release and terminate their security interest in the shares of the Spanish Entity, under the certain Pledge Agreement, dates as of March 15, 2004, by Borrower in favor of Agent, for the benefit of the Lenders.

  • Effective upon the Foreign Restructuring Completion Date, Schedule 6.1.1 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Annex B hereto.


More Definitions of Foreign Restructuring

Foreign Restructuring is defined in the Preamble.
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Foreign Restructuring means the collective reference to the following transactions: (a) the making of a loan by SIC of up to $85,000,000 utilizing the Net Cash Proceeds of the first Qualified IPO to a newly formed Foreign Subsidiary, to be evidenced by a note (the “Foreign Restructuring Note”) issued by such newly formed Foreign Subsidiary to SIC and having terms and conditions reasonably satisfactory to the Administrative Agent (which note shall be pledged pursuant to the Guaranty and Security Agreement); (b) the use of the proceeds of such loan by such newly formed Foreign Subsidiary to acquire from the Borrower all of the outstanding Stock of all of the Foreign Subsidiaries of the Borrower in exchange for up to $85,000,000 in cash and equity of such newly formed Foreign Subsidiary; and (c) the transfer of ownership of the Stock of one or more Foreign Subsidiaries to one or more other Foreign Subsidiaries, all substantially as further described on Schedule IV.
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Foreign Restructuring means the reorganization of the European holding company structure of Sunrise and its Subsidiaries pursuant to transactions and other events substantially as described in Schedule XIII hereto with such changes in the form or order of such transactions and other events designed to achieve the same result with no material increase in costs.
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Foreign Restructuring means the reorganization of the ownership structure of the Foreign Subsidiaries of the Borrower. “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.
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Foreign Restructuring means the transactions undertaken prior to the Contribution to separate the Payment Services Business from the Equifax Business in foreign jurisdictions, as described on Exhibit A.
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Foreign Restructuring the restructuring of the ownership of the Company's Foreign Subsidiaries as described in Schedule 1.1(b).
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Related to Foreign 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 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 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 Transactions means the transactions described in Article IV.B of the Plan.

  • 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 has the meaning set forth in the Recitals.

  • Foreign Restricted Subsidiary means any Restricted Subsidiary that is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

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

  • 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).

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

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

  • Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.

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

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

  • 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.

  • 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.

  • 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.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • 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.

  • Foreign Pledge Agreement means a pledge agreement securing the Obligations or any of them that is governed by the law of a jurisdiction other than the United States and reasonably satisfactory in form and substance to the Collateral Agent.

  • Foreign Holding Company means any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries or other Foreign Holding Companies.

  • Non-Control Acquisition means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • 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 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.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.