Holdco Transaction means the contribution by ETE Sigma Holdco, LLC of its 60% interest in ETP Holdco to Operating Partnership pursuant to the Contribution Agreement by and among Energy Transfer Equity, L.P., ETE Sigma Holdco, LLC, the Partnership and Operating Partnership.
Holdco Transaction means a transaction (or series of transactions) which will, among other things, cause (x) the Company to convert to a limited liability company and (y) 100% of the Equity Interests in the Company and its other existing Subsidiaries to be held by a newly-formed entity organized under the laws of any political subdivision of the United States (“Holdings”), which transactions will be substantially in accordance with the steps described on Section 1.01A of the Borrower Disclosure Letter; provided that (a) the owners of 100% of the Equity Interests in Holdings immediately after giving effect to such transaction (and the amount of such Equity Interests owned by each such person) are identical to the owners of 100% of the Equity Interests in the Company immediately prior to giving effect to such transaction (and the amount of such Equity Interests owned by each such person; provided that, such Equity Interests of such owners may be held in different classes (including common and preferred Equity Interests) of Equity Interests of Holdings with different voting rights), (b) Holdings shall have entered into Collateral Documents, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which Holdings shall pledge its interest in the Collateral, including without limitation, the Equity Interests in the Borrower, to the Collateral Agent for the benefit of the Secured Parties, and (c) Holdings shall have entered into a joinder to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent and shall have provided such other documentation as would be required in connection with a joinder of a Guarantor pursuant to Section 5.11.
Holdco Transaction means a transaction (or series of transactions) which will, among other things, cause 100% of the Equity Interests in the Borrower and its existing Subsidiaries to be held by a newly-formed entity organized under the laws of any political subdivision of the United States (“Holdings”); provided that (a) the owners of 100% of the Equity Interests in Holdings immediately after giving effect to such transaction (and the amount of such Equity Interests owned by each such person) are identical to the owners of 100% of the Equity Interests in the Borrower immediately prior to giving effect to such transaction (and the amount of such Equity Interests owned by each such person); provided that, such Equity Interests of such owners may be held in different classes or series of Equity Interests of Holdings (with different voting and other governance rights and different liquidation preferences, dividend rights and other economic rights), and (b) Holdings shall have entered executed and delivered to the Administrative Agent a Counterpart Agreement and shall have provided such other documentation as would be required in connection with a joinder of a Guarantor pursuant to Section 5.10.
Examples of Holdco Transaction in a sentence
It is a condition precedent to the consummation of any Permitted Holdco Transaction (this, and each other capitalized term used but not defined in these recitals being defined as set forth in Section 1), that Holdings shall have executed and delivered to the Administrative Agent this Agreement.
For the avoidance of doubt, both the GP Redemption and the Holdco Transaction shall take place prior to the Closing.
For the avoidance of doubt, all fees and expenses incurred by H&F and its Affiliates in connection with the preparation, negotiation or execution of the Transaction Documents or the consummation of the transactions contemplated thereby (including reasonable fees and expenses of counsel to H&F and its Affiliates) shall be considered Echo Holdco Transaction Expenses for purposes of the Contribution Agreement.
The GP Redemption and the Holdco Transaction shall have been consummated.
The Equity Interests or other ownership interests of the Borrower (other than, prior to the consummation of a Holdco Transaction, the Equity Interests or other ownership interests of the Company) are fully paid and non-assessable and are owned by the Parent and, on and after the consummation of a Holdco Transaction, will be and will remain owned by the Parent, directly or indirectly, free and clear of all Liens.
More Definitions of Holdco Transaction
Holdco Transaction means a transaction (or series of transactions) which will, among other things, cause 100% of the Equity Interests in the Company and its existing Subsidiaries to be held by a newly-formed entity organized under the laws of any political subdivision of the United States (“Holdings”); provided that (a) the owners of 100% of the Equity Interests in Holdings immediately after giving effect to such transaction (and the amount of such Equity Interests owned by each such person) are identical to the owners of 100% of the Equity Interests in the Company immediately prior to giving effect to such transaction (and the amount of such Equity Interests owned by each such person); provided that, such Equity Interests of such owners may be held in different classes or series of Equity Interests of Holdings (with different voting and other governance rights and different liquidation preferences, dividend rights and other economic rights), and (b) Holdings, immediately prior to the consummation of such transaction, expressly assumes this Note and the payment obligations of the Company under this Note, and (c) such transaction and assumption is effected in a manner that is tax neutral for the Holder or the Company compensates the Holder for any detrimental tax or economic effects of such transaction and assumption; and (d) the Company shall have entered executed and delivered to the Holders a Counterpart Agreement and shall have provided such other documentation as would be required in connection with a joinder of a Guarantor pursuant to Note Purchase Agreement; provided that any assignment and assumption of this Note in connection with a HoldCo Transaction that satisfies clauses (a), (b), (c) and (d) shall be deemed to be consented to by the Holder.
Holdco Transaction has the meaning set forth in the Recitals hereof.
Holdco Transaction has the meaning set forth in the Recitals of this Agreement.
Holdco Transaction has the meaning set forth in the Separation Agreement.
Holdco Transaction is defined in Section 7.3(c).
Holdco Transaction means the formation of Holdco as a wholly-owned subsidiary of Tribune and the contribution to Holdco of the stock of Tribune Broadcasting Company.
Holdco Transaction is defined as a restructuring of NBI pursuant to Section 251(g) of the Delaware General Corporation Law, in one or more substantially contemporaneous steps, in which: (a) NBI becomes a wholly-owned subsidiary of a newly-created holding company ("HOLDCO"), (b) each share of NBI common stock is converted into one share of HoldCo common stock and continues to trade publicly on The Nasdaq Stock Market,, (c) HoldCo assumes the name "Neurocrine Biosciences, Inc." and NBI is renamed, (d) NBI survives thereafter as the same, continuing corporate entity as existed prior thereto, (e) all material assets of NBI continue to be owned thereafter by NBI (but certain non-material sales/marketing-related assets may be transferred to another subsidiary of HoldCo or NBI), and (f) no other change to Borrower's Constituents occurs.