Holdings Reorganization definition

Holdings Reorganization means (a) the contribution by Holdings of 100% of the Equity Interests of the Borrower to a newly formed “shell” entity owned or controlled by the Permitted Holders or (b) the merger, amalgamation or consolidation of Holdings with or into any other Person; provided that, in the case of clause (a) or if the Person formed by or surviving any such merger, amalgamation or consolidation described in clause (b) (including any immediate and successive mergers, amalgamations or consolidations of entities) is not Holdings (any such newly formed “shell” entity or any such Person, after giving effect to such transaction or transactions, the “Successor Holdings”), (A) the Successor Holdings shall be an entity organized or existing under the laws of a Permitted Jurisdiction, (B) the Successor Holdings (x) shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party, in each case, pursuant to a written supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent and (y) for the avoidance of doubt, shall have taken such actions as are reasonably necessary to ensure that any Liens granted by Holdings continue to remain enforceable and perfected in accordance with the relevant Security Documents, (C) the Successor Holdings shall, immediately following such merger, amalgamation or consolidation, directly or indirectly own all Subsidiaries owned by Holdings immediately prior to such transaction, unless such Subsidiary is the other party to such merger, amalgamation or consolidation and (D) the Successor Holdings shall have no assets, liabilities, liens or operations other than those permitted by Section 6.06; provided, further that if the foregoing conditions under clauses (A) through (D) are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents to which Holdings is a party; provided, further, that Holdings agrees to provide any documentation and other information about the Successor Holdings at least three Business Days prior to the consummation of any such merger, amalgamation or consolidation as shall have been reasonably requested in writing by any Lender through the Administrative Agent at least ten Business Days prior to the consummation of such merger, amalgamation or consolidation that such Lender shall have reasonably determined is required by regulatory authorities under ap...
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Holdings Reorganization means the creation by the Borrower of a wholly-owned Subsidiary (“MergerCo”) and the merger of MergerCo with and into the Company with the Company as the surviving corporation, such that after giving effect to such transactions, the Borrower shall be the direct parent of, and shall directly own 100% of the issued and outstanding Capital Stock of, the Company and the ownership of the Borrower shall be the same as the ownership of the Company immediately prior to giving effect to the Holdings Reorganization.
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Holdings Reorganization the merger or consolidation of the Borrower with a Subsidiary or other entity pursuant to Section 351 of the Code (or any similar statute) for the purpose and with the effect of causing the Borrower to become a wholly owned Subsidiary of Holdings, with the shares of capital stock of the Borrower outstanding immediately before the Holdings Reorganization to be converted into or exchanged for shares of capital stock of Holdings.
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Examples of Holdings Reorganization in a sentence

  • The Person constituting Holdings immediately prior to a Holdings Reorganization whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Person shall be released, automatically upon the consummation of such Holdings Reorganization.

  • Except as set forth above, we express no opinion to any party as to any consequences of the Conversion and the Holdings Reorganization, any transactions related thereto or any issue relating to NYMEX or any investment therein.

  • SHAREHOLDERS' EQUITY AND EARNINGS PER SHARE: In November 1993, the shareholders of Coltec Holdings Inc ("Holdings"), the former parent company of Coltec, exchanged their shares of common stock of Holdings for 35.5% or 24,830,000 shares of common stock of Coltec (the "Holdings Reorganization") in a transaction accounted for as a purchase.

  • The provisions of this Agreement shall be binding upon the parties hereto after a Holdings Reorganization.

  • At any time after the Holdings Reorganization shall have occurred, the Borrower shall at all times be the Beneficial Owner of all of the Capital Stock of the Company.

  • The Conversion will be treated as a separate transaction from the Holdings Reorganization and the Holdings Reorganization will not disqualify the Conversion from satisfying the requirements of a reorganization under Section 368(a)(1)(F) or the Holdings Reorganization from satisfying the requirements for an exchange under Section 351(a).

  • If the Holdings Reorganization has occurred, Holdings is engaged only in the businesses permitted to be engaged in pursuant to subsections 9.4 and Section 11(m).

  • Immediately after the execution and delivery of this Agreement, The Krolx-X'Xxxx Xxxpany, an Ohio corporation (the "Company"), New Kroll Holdings, KER Acquisition, Inc., an Ohio corporation which is currently an indirect wholly owned subsidiary of New Kroll Holdings ("Reorganization Merger Sub"), and BCP/KROG Xxxger Corp., a Delaware corporation and a wholly owned subsidiary of BCP LLC ("Recapitalization Merger Sub"), are entering into a Merger Agreement (the "Merger Agreement").

  • The effects of the Holdings Reorganization Merger shall be as provided in this Agreement and in the applicable provisions of the DLLCA and the DRULPA.

  • Parent shall have the right to review all documentation related to the Hawkeye Reorganization and the Intermediate Holdings Reorganization at least five (5) days prior to the proposed consummation of the Hawkeye Reorganization and the Intermediate Holdings Reorganization.


More Definitions of Holdings Reorganization

Holdings Reorganization means (a) a merger of Holdings into the Company pursuant to which (i) the Company is the survivor, (ii) the Company issues to the Stockholders a number of shares of Common Stock equal in relative proportion to the number of Securities held by such Stockholders and (iii) all Securities then held by such Stockholders are canceled or (b) a similar transaction or exchange of securities pursuant to which (i) the Company issues to the Stockholders a number of shares of Common Stock equal in relative proportion to the number of Securities held by such Stockholders and (ii) all Securities then held by such Stockholders are canceled.
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Holdings Reorganization shall have the meaning provided in Section 9.22.
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Related to Holdings Reorganization

  • 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.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).