Holdings Reorganization Transaction definition

Holdings Reorganization Transaction means (a) the contribution by Holdings of 100% of the Capital Stock of the Borrower to a newly formed domestic “shell” company owned or controlled by the Permitted Holders or (b) the merger or other consolidation of Holdings with another Person that, after giving effect thereto, shall hold 100% of the Capital Stock of the Borrower, in each case, so long as, contemporaneously therewith (as applicable) (i) New Holdings delivers to the Administrative Agent any new certificate issued (if any) to evidence the contributed Capital Stock of the Borrower and grants a security interest in such Capital Stock in favor of the Administrative Agent pursuant to the Security Agreement or a joinder thereto in a form reasonably satisfactory to the Administrative Agent and (ii) New Holdings assumes the Loan Guaranty provided by Holdings and all other obligations of Holdings under this Agreement and each of the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto that is reasonably acceptable to the Administrative Agent.
Sample 1Sample 2Sample 3
Holdings Reorganization Transaction means (a) the contribution by Holdings of 100% of the Capital Stock of the U.S. Borrower to a newly formed domestic “shell” company owned or controlled by the Permitted Holders, (b) the merger or other consolidation of Holdings with another Person in connection with a “push-down” of debt permitted hereunder or (c) in the case of a debt “push-down” permitted hereunder and consummated by assignment, the Person that after giving effect thereto shall hold 100% of the Capital Stock of the U.S. Borrower, in each case, so long as, contemporaneously therewith (as applicable) (i) New Holdings delivers to the Administrative Agent any new certificate issued (if any) to evidence the contributed Capital Stock of the U.S. Borrower and grants a security interest in such Capital Stock in favor of the Administrative Agent pursuant to the U.S. Security Agreement or a joinder thereto in a form reasonably satisfactory to the Administrative Agent and (ii) New Holdings assumes the Loan Guaranty provided by Holdings and all other obligations of Holdings under this Agreement and each of the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto that is reasonably acceptable to the Administrative Agent.
Sample 1Sample 2Sample 3
Holdings Reorganization Transaction means (a) the contribution by Holdings of 100% of the Capital Stock of the Borrower to a newly formed domestic “shell” company owned or controlled by the Permitted Holders or (b) the merger or other consolidation of Holdings with another Person that, after giving effect thereto, shall hold 100% of the Capital Stock of the Borrower, in each case, so long as, contemporaneously therewith (as applicable) (i) New Holdings delivers to the Administrative Agent (or the Pari First Lien Agent as bailee of the Administrative Agent) any new certificate issued (if any) to evidence the contributed Capital Stock of the Borrower and grants a security interest in such Capital Stock in favor of the Administrative Agent pursuant to the Security Agreement or a joinder thereto in a form reasonably satisfactory to the Administrative Agent and (ii) New Holdings assumes the Loan Guaranty provided by Holdings and all other obligations of Holdings under this Agreement and each of the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto that is reasonably acceptable to the Administrative Agent.
Sample 1

More Definitions of Holdings Reorganization Transaction

Holdings Reorganization Transaction means (a) the contribution by Holdings of 100% of the Capital Stock of the Parent Borrower to a newly formed domestic “shell” company owned or controlled by the Permitted Holders or (b) the merger or other consolidation of Holdings with another Person that, after
Sample 1
Holdings Reorganization Transaction means (a) the contribution by Holdings of 100% of the Equity Interests of the Borrower to a newly formed domestic “shell” company owned or controlled by the Permitted Holders or (b) the merger, amalgamation or other consolidation of Holdings with another Person that after giving effect thereto shall hold 100% of the Equity Interests of the Borrower, in each case, so long as, contemporaneously therewith (as applicable) (i) New Holdings delivers to the Administrative Agent any new certificate issued (if any) to evidence the contributed Equity Interests of the Borrower and grants a security interest in such Equity Interests in favor of the Administrative Agent pursuant to the Security Agreement or a joinder thereto in a form reasonably satisfactory to the Administrative Agent (subject to Required Lenders Negative Consent) and (ii) New Holdings assumes the Guaranty provided by Holdings and all other obligations of Holdings under this Agreement and each of the other Credit Documents to which Holdings is a party pursuant to a supplement hereto or thereto that is reasonably acceptable to the Administrative Agent (subject to Required Lenders Negative Consent).
Sample 1
Holdings Reorganization Transaction means the contribution of 100% of the capital stock of the Borrower by its direct parent company to a newly formed domestic “shell” company directly or indirectly owned and controlled by TCPC.
Sample 1

Related to Holdings Reorganization Transaction

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • 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.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • 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 holders of Common Shares. Such term does not include:

  • Potential Co-Investment Transaction means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.

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